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Exhibit 10.1
CSX CORPORATION
STOCK PLAN FOR DIRECTORS
1. Name of Plan. This plan shall be known as the "CSX Corporation
Stock Plan for Directors" and is hereinafter referred to as the "Plan".
2. Purpose of Plan. The purpose of the Plan is to enable CSX
Corporation, a Virginia corporation (the "Company"), to attract and retain
persons of exceptional ability to serve as directors and to solidify the
common interests of its directors and shareholders in enhancing the value of
the Company's common stock ("Common Stock"). The Plan provides for payment in
Common Stock of a portion of the annual retainer paid to each director.
3. Effective Date and Term. The Plan shall be effective as of the
date it is adopted by the Board of Directors (the "Board") of the Company,
subject however to approval by at least a majority of the outstanding shares
of Common Stock present or represented and entitled to vote at a meeting of
shareholders of the Company not later than May 1, 1992, and shall remain in
effect until amended or terminated by action of the Board.
4. Eligible Participants. Each member of the Board from time to time
who is not a full-time employee of the Company or any of its subsidiaries
shall be a participant ("Participant") in the Plan.
5. Shares. (a) Commencing May 1, 1992, the annual retainer payable to
each Participant for service on the Board shall be payable in part in shares
of Common Stock subject to any applicable restrictions set forth in Section 6
hereof. Subject to paragraphs (b) and (c) below, each Participant shall be
paid 40 percent of the annual retainer payable to each Participant for service
on the Board (the "Designated Percentage") in shares of Common Stock. Such
shares of Common Stock shall be payable immediately following the Company's
Annual Meeting of Shareholders. The shares shall be deducted at their Fair
Market Value (as hereinafter defined), determined as of the business day
immediately preceding the date of the Company's Annual Meeting of
Shareholders, from the Participant's annual retainer.
(b) Any person who becomes a non-employee director following the
Company's Annual Meeting of Shareholders, whether by appointment or election
as a director or by change in status from a full-time employee, shall receive
shares of Common Stock as a portion of the compensation to be paid to such
Participant until the next Annual Meeting of Shareholders. The number of
shares of Common Stock issued to such Participant shall be determined by
dividing the product of the pro rata portion of the annual retainer to be paid
to such director and the Designated Percentage by the Fair Market Value on the
day such person becomes a Participant.
(c) Each Participant may also elect annually (the "Annual Election")
to receive (i) any or all of the remaining balance of his or her annual
retainer for service on the Board, (ii) any or all of his or her annual
retainer for service as a chairman of a committee of the Board, or (iii) any
or all other fees earned as a director of the Company in the form of shares of
Common Stock (the "Elective Grant"), subject to any applicable restrictions
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set forth in Section 6 hereof. The Annual Election must be in writing and
shall be delivered to the Corporate Secretary of the Company no later than the
last business day of the month during which the Annual Meeting of Shareholders
is held. The Annual Election shall be irrevocable in respect of the year to
which it pertains and shall specify the applicable percentage of the annual
retainer above the Designated Percentage that such Participant wishes to
receive in shares of Common Stock. The balance of the annual retainer to be
paid pursuant to the Elective Grant shall be paid on the first business day
(the "Elective Payment Date") that is at least six months and one day
following the last business day of the month during which the Annual Meeting
of Shareholders is held, and the number of shares of Common Stock to be
included in such Elective Grant shall be determined with reference to the Fair
Market Value of the Common Stock on the Elective Payment Date. All other
retainers and fees which are to be paid pursuant to the Elective Grant shall
be paid once every three months, commencing on the Elective Payment Date, and
the number of shares of Common Stock to be included in such Elective Grant
payment shall be determined with reference to the Fair Market Value of the
Common Stock on such payment date.
6. Restrictions on Shares. The shares issued under Section 5 shall,
at the Participant's election (which election must be in writing and shall be
delivered to the Corporate Secretary of the Company no later than the last
business day of the year prior to the year for which the election is to be
effective), be transferred to a trust and shall remain subject to the claims
of the Company's creditors and restricted and may not be sold, hypothecated or
transferred (including, without limitation, transfer by gift or donation)
except that such shares shall be distributed to Participants and such
restrictions shall lapse upon:
(a) Death of the Participant;
(b) Disability of the Participant preventing continued service on the
Board;
(c) Retirement of the Participant from service as a Director of the
Company in accordance with the policy on retirement of non-employee Directors
then in effect;
(d) Cessation of service as a Director for any reason other than
those specified in Subsections 6(a), (b) and (c); or
(e) A Change in Control (as hereinafter defined).
The Participant's right to receive the shares issued under Section 5
shall not be affected by a termination of the trust described herein.
7. Share Certificates, Voting and Other Rights. The certificates for
shares issued hereunder shall be issued in the name of the Participant or the
trustee of the trust described in Section 6, as the case may be, and shall be
held by such Participant or such trustee in trust for the Participants;
provided, however, that each Participant shall be entitled to all rights of a
shareholder with respect to Common Stock for all such shares issued in his
name, including the right to vote the shares and the Participant or the
trustee, as the case may be, shall receive all dividends and other
distributions paid or made with respect thereto.
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8. Fair Market Value. "Fair Market Value" means, as of any given
date, the closing price of the stock in the New York Stock Exchange Composite
Transactions on such date as reported in the Wall Street Journal (or, if there
is no reported sale on such date, on the last preceding date on which any
reported sale occurred).
9. Fractions of Shares. The Company shall not issue fractions of
shares. Whenever under the terms of the Plan a fractional share would
otherwise be required to be issued, the Participant shall be paid in cash for
such fractional share based upon the same Fair Market Value which was utilized
to determine the number of shares to be issued on the relevant payment date.
10. Change in Control. "Change in Control" shall mean any of the
following:
(a) Stock Acquisition. The acquisition, by any individual, entity or
group [within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")] (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock"), or (ii)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the Company; (ii) any
acquisition by the Company; (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; or (iv) any acquisition by any corporation pursuant
to a transaction which complies with clauses (i), (ii) and (iii) of subsection
(c) of this Section 10; or
(b) Board Composition. Individuals who, as of the date hereof,
constitute the Board of Directors (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board of Directors; or
(c) Business Combination. Approval by the shareholders of the
Company of a reorganization, merger, consolidation or sale or other
disposition of all or substantially all of the assets of the Company or its
principal subsidiary that is not subject, as a matter of law or contract, to
approval by the Interstate Commerce Commission or any successor agency or
regulatory body having jurisdiction over such transactions (the "Agency") (a
"Business Combination"), in each case, unless, following such Business
Combination:
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(i) all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or its
principal subsidiary or all or substantially all of the assets of the Company
or its principal subsidiary either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be;
(ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination; and
(iii) at least a majority of the members of the board of directors
resulting from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination; or
(iv) Regulated Business Combination. Approval by the shareholders of
the Company of a Business Combination that is subject, as a matter of law or
contract, to approval by the Agency (a "Regulated Business Combination")
unless such Business Combination complies with clauses (i), (ii) and (iii) of
subsection (c) of this Section 10; or
(v) Liquidation or Dissolution. Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or its
principal subsidiary.
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