Exhibit 10.18
SPECIAL RETIREMENT PLAN
OF CSX CORPORATION AND AFFILIATED CORPORATIONS
As Amended and Restated January 1, 1995
(As Amended through December 11, 1996)
TABLE OF CONTENTS
Section I - INTRODUCTION............................................. 1
Section II - PARTICIPATION............................................ 3
Section III - CREDITABLE SERVICE....................................... 3
Section IV - COMPENSATION AND AVERAGE COMPENSATION.................... 6
Section V - SPECIAL RETIREMENT ALLOWANCES............................ 7
Section VI - FUNDING METHOD........................................... 13
Section VII - ADMINISTRATION OF SPECIAL PLAN........................... 15
Section VIII - MODIFICATION, AMENDMENT AND TERMINATION.................. 15
Section IX - NON-ALIENATION OF BENEFITS............................... 18
Section X - MISCELLANEOUS PROVISIONS................................. 19
Section XI - CHANGE OF CONTROL........................................ 20
Section XII - CONSTRUCTION............................................. 28
APPENDIX I PARTICIPANTS GRANTED ADDITIONAL
CREDITABLE SERVICE PURSUANT TO
SECTION V(4)(b)
Special Retirement Plan
of CSX Corporation and Affiliated Corporations
As Amended and Restated January 1, 1995
(As Amended through December 11, 1996)
Section I - INTRODUCTION
1. The purpose of this retirement plan, hereinafter called the "Special
Plan," is to provide an incentive for corporate officers comprising a select
group of management or highly compensated employees to exert maximum efforts for
the Company's success and to remain in the service of the Company until
retirement.
2. The Special Plan as provided herein shall be effective as of March
1, 1983, and supersedes the Employees' Special Pension Plan of The Chesapeake
and Ohio Railway Company and the Plan for Additional Annuities for Qualifying
Members under the Supplemental Pension Plan of The Baltimore and Ohio Railroad
Company, hereinafter called the "Former Plans."
3. The "Company" as used herein shall refer to CSX Corporation and such
other of its affiliated corporations as shall adopt this Special Plan by action
of their Boards of Directors for the benefit of corporate officers who are
covered or may become covered by the Special Plan. The term "Compensation
Committee" shall refer to the Compensation Committee of the Board of Directors
of CSX Corporation (the "Board of Directors").
4. The incentives under the Special Plan shall consist of special
retirement allowances provided by the Company at retirement to certain
employees, hereinafter referred to as "Participants," who shall participate as
provided herein (eligibility for participation is set forth in Section II).
5. The Special Plan shall, where appropriate, refer to and have
meanings consistent with all of the relevant terms of any other regularly
maintained pension plan which currently provides or did provide immediately
prior to March 1, 1983, retirement benefits for non-contract employees of the
Company and is or was maintained by CSX Corporation or any of its affiliated
corporations whose officers participate in the Special Plan. Such existing
regularly maintained pension plans which provided benefits immediately prior to
March 1, 1983 for employees of the Company, and covered periods of service
granted in paragraphs 4(a) and 4(b) of Section V, or those which may be
established hereafter, as amended from time to time, shall be referred to herein
as the "Pension Plans." Accordingly, regardless of formal differences which may
exist between the Special Plan and the Pension Plans in the use of terminology,
the definitions and principles which are set forth in the Pension Plans with
respect to compensation, average compensation, credited service, and similar
terms shall be applied and construed hereunder in a manner consistent with the
purposes of the Special Plan and the Pension Plans. In any instance in which the
male gender is used herein, it shall also include persons of the female gender
in appropriate circumstances.
Section II - PARTICIPATION
1. Every person who was a Participant in the Former Plans as in effect
immediately prior to March 1, 1983, shall continue as a Participant in the
Special Plan on and after such date for the purpose of any applicable provisions
hereof.
2. On and after March 1, 1983, Participants shall include any employees
who participate in the Pension Plans and who are entitled to benefits provided
under Section V, Subsection 8 hereof; provided, however, that the only benefit
that such employees shall be eligible to receive under this Special Plan shall
be the benefit provided in accordance with such Subsection unless they are
otherwise entitled to benefits under other provisions of this Special Plan.
3. On and after March 1, 1983, additional persons eligible to be
Participants shall be those specified in Section V, Subsection 4(c).
Section III - CREDITABLE SERVICE
1. Creditable service under the Special Plan shall have the same
meaning and apply in the same manner as creditable service under the Pension
Plans, except that it shall also include any additional creditable service which
may have been or which may be granted to a Participant in accordance with the
provisions of Section V, Subsections 3 and/or 4 hereof. Provided, however,
notwithstanding any provisions of the Pension Plans to the contrary, a
Participant in the Special Plan who is in the employ of the Company and who does
not receive compensation in any calendar month due to amounts deferred under the
Company's Deferred Compensation Program, Supplementary Savings and Incentive
Award Deferral Plan, and any other amounts of compensation deferred under any
other arrangement approved by the Compensation Committee nevertheless shall
receive creditable service under the Special Plan.
2. Notwithstanding any other provisions of this Special Plan or the
Pensions Plans to the contrary, effective January 1, 1989:
(a) Prior to January 1, 1992, a Participant must have been
continuously employed by the Company for a period of not less
than 10 years to become entitled upon retirement to receive
payment of a special retirement allowance from this Special Plan
in respect of any additional creditable service, pension
supplement, pension or benefit granted under Section V,
Subsections 3(a) or 3(b) of this Special Plan. After December
31, 1991, this Subsection (a) shall only apply to Section V,
Subsection 3(b); and,
(b) Prior to January 1, 1992, a Participant must have been
continuously employed by the Company for a period of not less
than 5 years to become entitled to receive payment of a special
retirement allowance from this Special Plan in respect of any
additional creditable service granted under Section V,
Subsection 4(d), of this Special Plan; provided, however, a
person who has already attained age 60 and then first becomes
employed by the Company, and who also becomes and continuously
remains a Participant from that date of first employment until
attainment of age 65, shall become entitled upon retirement to
receive payment of a special retirement allowance from this
Special Plan in respect of any additional creditable service
granted under Section V, Subsection 4(d) of this Special Plan;
and
(c) After December 31, 1991, a Participant must have been
continuously employed by the Company for a period of not less
than 10 years and must have attained age 55 to become entitled
to receive a special retirement allowance from this Special Plan
in respect to any additional creditable service accrued after
December 31, 1991, granted under Section V, Subsection 4(d), of
this Special Plan or a pension or benefit granted after December
31, 1991 under Section V, Subsection 3(a) of this Special Plan;
provided, however, a Participant who has at least 5 years of
continuous service and who dies while actively employed shall be
entitled to the additional creditable service accrued after
December 31, 1991; and provided, further, a Participant who
terminates employment with the consent of the Chief Executive
Officer of CSX Corporation ("Chief Executive Officer") prior to
age 55 with 10 years of continuous service shall be entitled to
the additional creditable service accrued after December 31,
1991.
(d) In no event shall a Participant be eligible to receive a payment
in respect of any benefits granted under Section V, Subsections
3(a), 3(b) or 4(d) of this Special Plan before such date as the
Participant attains the earliest retirement age specified in the
particular Pension Plan in which the Participant also
participates, unless an earlier payment from the Special Plan is
specifically authorized by the Compensation Committee. The
Compensation Committee shall have full authority and sole
discretion to interpret and administer the foregoing rules, and
any decision made by such Committee shall be final and binding.
(e) In the event of a Change of Control, as defined in Section XI,
the age 55 and length of service requirements contained in
Section III, Subsection (2)(c), shall be waived for those
Participants who are employed by the Company at the time of the
Change of Control.
Section IV - COMPENSATION AND AVERAGE COMPENSATION
Compensation and average compensation under the Special Plan shall have
the same meanings and apply in the same manner as those terms do under the
Pension Plans, except as provided in Section V, Subsection 3(b) hereof;
provided, however, that amounts deferred under the Company's Deferred
Compensation Program, Supplementary Savings and Incentive Award Deferral Plan,
and any other amounts of compensation deferred under any other arrangement
approved by the Compensation Committee shall be included in the determination of
compensation and average compensation; and further provided, that compensation
and average compensation hereunder shall not be limited to the amount of
$150,000, or such other amount as adjusted by regulation, as imposed by Sections
401(a)(17) and 415(d) of the Internal Revenue Code.
Section V - SPECIAL RETIREMENT ALLOWANCES
1. All of the provisions, conditions, and requirements set forth in the
Pension Plans with respect to the granting and payment of retirement benefits
thereunder shall be equally applicable to the granting of the special retirement
allowances hereunder to Participants in the Special Plan and to the payment
thereof from the Company's general assets or from the Trust (which is defined
and discussed in Section VI, subsection (3)). Except as otherwise may be
provided in this Special Plan, whenever a Participant's rights under the Special
Plan are to be determined, appropriate reference shall be made to the particular
Pension Plan in which such person is also a participant. Notwithstanding the
preceding sentence, if a special retirement allowance under the Special Plan
shall be paid to a surviving spouse in conformance with the provisions of the
Pension Plans, the final installment payment hereunder shall be made only to the
estate of such surviving spouse and shall not be otherwise paid, regardless of
any different provision for such payment which may be prescribed in the Pension
Plans.
2. All special retirement allowances being paid on March 1, 1983, under
the Former Plans as they existed immediately prior to such date shall be
continued and be paid hereunder, and, persons participating under the Former
Plans shall continue to participate hereunder in accordance with the terms and
conditions of the Former Plans and any applicable provisions of this Special
Plan.
3. The Compensation Committee, upon the recommendation of the Chief
Executive Officer, may grant to an officer of the Company the following benefits
under the Special Plan:
(a) Additional creditable service, pensions or benefits hereunder
other than as provided in the Pension Plan, in recognition of
previous service deemed to be of special value to the Company.
(b) A pension supplement hereunder in a particular instance as
determined by the Compensation Committee, to be calculated on
the basis of specific instructions which may depart only for
such purpose from any of the terms, conditions or requirements
of the Pension Plans, notwithstanding the provisions of
Section I, Subsection 5, and Section V, Subsection 1, hereof.
4. The following additional creditable service under the Special Plan
shall be granted by the Company at retirement under the Pension Plans:
(a) To those Participants of the "Former Plans," creditable service
equal to that accrued under Section V, Subsection 4 of The
Employees' Special Plan of The Chesapeake and Ohio Railway
Company or under paragraphs 1, 2 and 3 of the Plan for
Additional Annuities for Qualifying Members Under the
Supplemental Pension Plan of the Baltimore and Ohio Railroad
Company, provided that, effective upon a Participant's
retirement on or after March 1, 1983, creditable service under
the Special Plan and Pension Plans shall not exceed 44 years.
(b) To those Participants in the Special Plan who are listed in
Appendix I, and who are also participants in the Pension Plans,
additional creditable service under the Special Plan will be
granted as indicated for each individual as shown in Appendix I,
provided that additional creditable service under the Special
Plan and credited service under the Pension Plans at retirement
shall not exceed 44 years.
(c) On and after March 1, 1983, new admissions into the class of
persons who may become Participants in the Special Plan to
receive additional creditable service hereunder shall only
include participants in the Pension Plans who are appointed by
the Chief Executive Officer or his designee.
(d) In addition to the additional creditable service granted to
Participants under (a) or (b) above, beginning March 1, 1983,
one year of additional creditable service shall be granted for
each year of actual service (with allowances for months less
than twelve) between ages 45 and 65 during which a person is a
Participant. Those who become qualified as provided in (c) above
shall have one year of additional credited service granted,
beginning no earlier than the date they are both a Participant
and at least age 45, for each year of actual service (with
allowances made for months less than twelve) during which they
remain a Participant, but only up to age 65. Additional
creditable service granted under the Special Plan shall be
combined with credited service under the Pension Plan (but only
if credited service under the Pension Plans does not exceed 44
years), to result in total credited service and additional
creditable service under the Pension Plans and the Special Plan
which shall not exceed a maximum of 44 years. The position,
compensation, and other conditions upon which a non-contract
employee's participation herein is based shall be determined
from time to time in the absolute discretion of the Compensation
Committee. Effective December 31, 1993, there shall be no new
admissions into the class of persons who may receive additional
benefits pursuant to this subsection 4(d); provided, however,
the Chief Executive Officer may, by express agreement, offer the
additional benefits pursuant to this subsection 4(d) to selected
individuals.
(e) Anything to the contrary notwithstanding, any Participant in the
Special Plan receiving additional creditable service under this
Subsection 4, and whose responsibilities and compensation are
reduced, may, in the discretion of the Compensation Committee or
the Chief Executive Officer, cease to receive any further
additional creditable service hereunder.
(f) A Participant's accrual of additional creditable service as
provided herein shall not be subject to termination except as
provided in subparagraph (e) above, or upon retirement or
termination of employment.
(g) Prior to January 1, 1992, a Participant who receives benefits
under a Salary Continuance and Long-Term Disability Plan of the
Company shall continue to accrue additional creditable service
hereunder subject to the same rules that are applicable in such
instances under the Pension Plans.
(h) It is the intent of this Section V that, for the purpose of the
Special Plan, the additional creditable service provided
hereunder when added to credited service under the Pension Plans
or otherwise, shall not in any case exceed 44 years in the
aggregate.
(i) To those Participants who become qualified as provided in (a),
(b) or (c) above, a special retirement allowance shall be
payable under the Special Plan to such Participants or their
surviving spouses equal to any amount due under the Pension
Plans which is not paid in full under the Pension Plans.
5. The Company shall accrue and pay under this Special Plan as an
additional supplemental benefit any annual pension benefits that would have been
payable under the Pension Plans as in effect on September 1, 1974, or
thereafter, if Sections 415(b) and 401(a)(17) of the Internal Revenue Code, and
any other relevant provisions of law that impose limitations or have the effect
of limiting the accrual of benefits under the Pension Plans, had not been
enacted into law, unless such additional supplemental benefit is provided by the
Company through another plan created for that purpose.
6. The Company shall accrue reserves to the credit of the Special Plan
in advance to cover the costs of any additional creditable service, pensions or
benefits granted under Subsections 3 and 4 hereof, and such pensions or benefits
or special retirement allowances reflecting such credit shall be paid under the
Special Plan. Where additional creditable service is granted, upon retirement in
accordance with the provisions of the Pension Plans, the Participant shall
receive a special retirement allowance equal to the difference between the
retirement allowance computed under the Pension Plans and the amount which would
be payable if the additional credit granted hereunder had been included with the
actual credited service in the computation of the retirement allowance payable
under the Pension Plans. Where a pension or other benefit is granted to a
Participant, such pension or benefit shall be payable as a special retirement
allowance from the Special Plan.
7. In the event any Participant in the Special Plan receives as a
participant in the Pension Plans, a pension or retirement benefit payable in a
form other than a straight life annuity in accordance with the provisions of the
Pension Plans, his special retirement allowance under this Section V shall also
be payable in a similar form.
8. The Company shall accrue and pay under this Special Plan any annual
pension benefit which otherwise would have been payable under the Pension Plans
but for the Participant's deferral of compensation under the Company's Deferred
Compensation Program, Supplementary Savings and Incentive Award Deferral Plan,
or under any other deferred compensation arrangement approved by the
Compensation Committee.
Section VI - FUNDING METHOD
1. The benefits provided under the Special Plan shall be financed by
the Company and no contribution shall be required of Participants. The Company
shall accrue reserves on its books as follows:
(a) As of March 1, 1983, an amount shall be calculated with respect
to the Former Plans which shall be the actuarially determined
present value as of that date of all special retirement
allowances payable under the Former Plans and, under a schedule
approved by the Company's independent accountant, the reserve
previously accrued will be adjusted.
(b) As of March 1, 1983, the actuarially determined present value as
of that date of all special retirement allowances payable under
Section V, Subsection 4(b) shall be calculated and, under a
schedule approved by the Company's independent accountant, a
reserve equal to that amount established.
(c) During the year 1983, there shall be accrued the amount required
to allow regular interest on the adjusted reserve provided in
(a) and (b) above. Each year thereafter there shall be accrued
the amount required to allow regular interest on the average
reserves standing to the credit of the Special Plan during the
preceding year.
(d) Each year the reserves shall be adjusted to reflect the payment
of special retirement allowances during the year.
(e) Such additional reserves shall be accrued from time to time as
may be required in accordance with Section V, Subsections 3 and
4, on account of grants thereunder made after March 1, 1983.
(f) There shall be accrued from time to time, as required,
additional reserves on account of benefits pursuant to Section
V, Subsection 6.
(g) At such times as the Plan Administrator shall recommend, the
reserves accrued to the credit of the Special Plan shall be
adjusted on the basis of actuarial valuations to reflect the
experience under the Special Plan, or amendments thereto, or
changes in the rate of regular interest, or any other actuarial
assumptions.
2. The Company shall provide all funds required for the administration
expenses of the Special Plan.
3. The Company will establish the CSX Corporation Nonqualified Plan
Trust or such other trust which will substantially conform to the terms of the
Internal Revenue Service model trust as described in Revenue Procedure 92-64,
1992-2C.B.422 ("Trust"). Except as provided in Section XI, the Company is not
obligated to make any contribution to the Trust.
4. The Special Plan is intended to be unfunded for tax purposes for
purposes of Title I of ERISA. Participants in the Special Plan have the status
of general unsecured creditors of the Company, and the Special Plan constitutes
a mere promise by the participating employer to make benefit payments in the
future.
Section VII - ADMINISTRATION OF SPECIAL PLAN
The Plan Administrator under ERISA for the Pension Plans of CSX
Corporation or of any affiliated corporation which shall adopt this Special Plan
and whose officers participate in the Special Plan shall be responsible for the
general administration of the Special Plan and for carrying out its provisions.
Section VIII - MODIFICATION, AMENDMENT AND TERMINATION
The Special Plan represents a contractual obligation heretofore entered
into by the Company in consideration of services rendered and to be rendered by
Participants covered under the Special Plan. The Company reserves the right at
any time and from time to time to modify or amend in whole or in part any or all
of the provisions of this Special Plan, or to terminate this Special Plan;
provided, however, prior to December 1, 1991, no modification or amendment shall
be made to this Special Plan unless there have been modifications or amendments
to correlative provisions of the Pension Plans, and any modifications or
amendments to this Special Plan shall coincide with the modifications or
amendments of the Pension Plans (except nonconforming revisions to
administrative provisions shall be permitted); and provided, further, that this
Special Plan shall only be terminated if the Pension Plans are terminated,
subject to the following limitations:
1. In the event any modification or amendment adversely affects the
benefits to be received by a retired Participant and the designated surviving
spouse of a retired Participant, they shall be entitled to receive for life the
special retirement allowance they would have received had the Special Plan not
been modified or amended, and each designated surviving spouse of a retired
Participant shall become entitled to receive for life the special retirement
allowance that such designated surviving spouse would have received had the
Special Plan not been modified or amended.
2. In the event of the termination of this Special Plan, each retired
Participant and designated surviving spouse of a retired Participant shall be
entitled to receive for life the special retirement allowance they would have
received had the Special Plan not been terminated, and each designated surviving
spouse of a retired Participant shall become entitled to receive for life the
special retirement allowance that such designated surviving spouse would have
received had the Special Plan not been terminated.
3. In the event any modification or amendment adversely affects the
benefit which an active Participant would have been entitled to receive if such
amendment or modification had not been made, such active Participant shall, so
long as he remains in the active service of the Company, only continue to accrue
creditable service and benefits prospectively in accordance with the provisions
of the Special Plan as so modified or amended, unless the Participant shall
earlier cease to receive any additional creditable service as provided in
Section V, Subsection 4(e).
4. In the event this Special Plan is terminated, each active
Participant, in consideration of his continued service to the Company until the
date of his termination from active employment by retirement or otherwise, shall
be entitled to retain his accrued additional service, or pension or benefits as
granted hereunder to such Participant, in accordance with the provisions of this
Special Plan in effect on the day prior to the date of termination, unless the
Participant shall earlier cease to receive any additional creditable service as
provided in Section V, Subsection 4(e).
5. In lieu of paying special retirement allowances in accordance with
the foregoing provisions, the Plan Administrator, at its election, may direct
the discharge of all obligations to retired Participants, designated spouses of
retired Participants, and active Participants by cash payments of equivalent
actuarial value or through the provision of immediate or deferred annuities or
other periodic payments of equivalent actuarial value, as it shall in its sole
discretion determine.
Section IX - NON-ALIENATION OF BENEFITS
No benefit under the Special Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void, except as specifically provided
in the Special Plan, nor shall any benefit be in any manner liable for or
subject to the debt, contracts, liabilities, engagements, or torts of the person
entitled to such benefit; and in the event that the Plan Administrator shall
find that any active or retired Participant or designated spouse or spouse under
the Special Plan has become bankrupt or that any attempt has been made to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any of
his benefits under the Special Plan, except as specifically provided in the
Special Plan, then such benefits shall cease to accrue and shall be determined,
and in that event, the Plan Administrator shall hold or apply the same to or for
the benefit of such active or retired Participant or spouse, in such manner as
the Plan Administrator may deem proper.
Section X - MISCELLANEOUS PROVISIONS
1. Anything in the Special Plan to the contrary notwithstanding, if the
Plan Administrator finds that any retired Participant or spouse is engaged in
acts detrimental to the Company or is engaged or employed in any occupation
which is in competition with the Company, and if after due notice such retired
Participant or spouse continues to be so engaged or employed, the Plan
Administrator shall suspend the special retirement allowance of such person,
which suspension shall continue until removed by notice from the Plan
Administrator; provided, however, that if such suspension has continued for one
year, the Plan Administrator shall forthwith cancel such Participant's or
spouse's special retirement allowance. Furthermore, if the Plan Administrator
finds that any Participant has been discharged for having performed acts
detrimental to the Company, then regardless of any other provision in the
Special Plan, no benefit shall be payable to or on account of any such
Participant's coverage under this Special Plan.
2. The establishment of the Special Plan shall not be construed as
conferring any legal rights upon any employee for a continuation of employment,
nor shall it interfere with the rights of the Company to discharge any employee
and to treat him without regard to the effect which such treatment might have
upon him as a Participant in the Special Plan.
Section XI - CHANGE OF CONTROL
1. If a Change of Control has occurred, the Compensation Committee
shall cause the Company to contribute to the Trust within 7 days of such Change
of Control, a lump sum contribution equal to the greater of:
(a) the aggregate value of the amount each Participant would be
eligible to receive under subsection (2), below; or
(b) the present value of accumulated Plan benefits based on the
assumptions the Company's independent actuary deems reasonable
for this purpose, as of a Valuation Date, as defined in
subsection (6), below, coinciding with or next preceding the
date of Change of Control, to the extent such amounts are not
already in the Trust. The aggregate value of the amount of the
lump sum to be contributed to the Trust pursuant to this Section
XI shall be determined by the Company's independent actuaries.
Thereafter, the Company's independent actuaries shall annually
determine as of a Valuation Date for each Participant not
receiving a lump sum payment pursuant to subsection (2), below,
the greater of:
(i) the amount such Participant would have received under
subsection (2) had such Participant not made the
election under subsection (3), below, if applicable;
and
(ii) the present value of accumulated benefits based on
assumptions the actuary deems reasonable for this
purpose. To the extent that the value of the assets
held in the Trust relating to this Special Plan does
not equal the amount described in the preceding
sentence, at the time of the valuation, the Company
shall make a lump sum contribution to the Trust equal
to the difference.
2. In the event a Change of Control has occurred, the trustee of the
Trust shall, within 45 days of such Change of Control, pay to each Participant
not making an election under subsection (3), a lump sum payment equal to the
actuarial present value of the aggregate special retirement allowance each
Participant (or any beneficiary of a Participant) has accrued as of the
Valuation Date preceding the date of such Change of Control pursuant to the
terms of Section V of this Special Plan. If a Participant's benefit has not
commenced as of such date, such lump sum shall be determined assuming that:
(a) The Participant's benefit would commence at the earliest date he
would qualify for early or normal retirement under the Plan,
were his employment with the Company to continue, but in no
event earlier than the later of age 55 or the date of such
Change on Control.
(b) The Participant would qualify for an early (or normal)
retirement benefit as of the date determined in (a).
(c) If married, the Participant would receive his benefit under the
50% Joint and Survivor form of payment with the spouse as
beneficiary; if not married, the benefit would be payable in the
form of a single life annuity.
The actuarial present value shall be determined on the basis of the UP
1984 Mortality Table, set back one year, and a discount rate equal to the
interest rate promulgated by the Pension Benefit Guaranty Corporation for use in
determining the sufficiency of single employer defined benefit pension plans
terminating on the date of such Change in Control.
3. Each Participant may elect in a time and manner determined by the
Compensation Committee, but in no event later than December 31, 1996, or the
occurrence of a Change of Control, if earlier, to have amounts and benefits
determined and payable under the terms of this Special Plan as if a Change of
Control had not occurred. New Participants in the Plan may elect in a time and
manner determined by the Compensation Committee, but in no event later than 90
days after becoming a Participant, to have amounts and benefits determined and
payable under the terms of this Special Plan as if a Change of Control had not
occurred. A Participant who has made an election, as set forth in the two
preceding sentences, may, at any time and from time to time, change that
election; provided, however, a change of election that is made within one year
of a Change of Control shall be invalid.
4. Notwithstanding anything in this Special Plan to the contrary, each
Participant who has made an election under subsection (3), above, may elect
within 90 days following a Change of Control, in a time and manner determined by
the Compensation Committee, to receive a lump sum payment calculated under the
provisions of subsection (2), above, determined as of the Valuation Date next
preceding such payment, except that such amount shall be reduced by 5% and such
reduction shall be irrevocably forfeited to the Company by the Participant.
Furthermore, as a result of such election, the Participant shall no longer be
eligible to participate or otherwise benefit under the Special Plan. Payments
under this subsection (4) shall be made not later than 7 days following receipt
by the Company of the Participant's election. The Compensation Committee shall,
no later than 7 days after a Change of Control has occurred, cause written
notification to be given to each Participant eligible to make an election under
this subsection (4), that a Change of Control has occurred and informing such
Participant of the availability of the election.
5. As used in this Section XI the term "Change of Control" shall
mean:
(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 XI(5); 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:
(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
(d) 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
XI(5); or
(e) Liquidation or Dissolution. Approval by the
shareholders of the Company of a complete
liquidation or dissolution of the Company or
its principal subsidiary.
6. For purposes of this Section XI, the term "Valuation Date" means the
last day of each calendar year and such other dates as the Plan Administrator
deems necessary or appropriate to value the Participants' benefits under this
Special Plan.
Section XII - CONSTRUCTION
The Special Plan and the rights and obligations of the parties
hereunder shall be construed in accordance with the laws of the Commonwealth of
Virginia.
APPENDIX I
PARTICIPANTS GRANTED ADDITIONAL CREDITABLE SERVICE
PURSUANT TO SECTION V(4)(b)
(Named Individually)