Exhibit 10.1
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
This AMENDMENT TO CHANGE OF CONTROL AGREEMENT by and between CSX CORPORATION, a
Virginia corporation (the "Company"), and Name (the "Executive"), is dated as of
the
day of May, 2020 (the "Amendment").
BACKGROUND
WHEREAS, the parties entered into a Change of Control Agreement dated as of
May 15, 2017 (the "Agreement"), that sets forth the terms and conditions of the
Executive's compensation and benefit arrangements upon a Change of Control of
the Company; and
WHEREAS, the parties desire to amend the Agreement on the terms and conditions
contained herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
1.
Section 1(b) of the Agreement is hereby modified in its entirety to read as
follows: "The "Term" means the period commencing on May 16, 2020 and ending on
the earlier to occur of (i) May 15, 2023, (ii) retirement or (iii) termination
of employment absent a Change of Control; provided, however, that the Term shall
end on an earlier date if the Company gives the Executive at least one year's
advance written notice thereof."
2.
Section 2(b) of the Agreement is hereby modified to replace "the date hereof"
with "May 16, 2020".
3.
Except as modified hereby, the Agreement shall continue unmodified and in full
force and effect.
4.
This Amendment may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first-above written.
CSX CORPORATION: By:
Name
(Employee ID: xxxxxx)
Date:
EXECUTIVE: By:
Name Date: