EXHIBIT 10(bb)
NORFOLK SOUTHERN CORPORATION
RESTRICTED STOCK UNIT PLAN
Effective January 28, 2003
Section 1. PURPOSE
The Restricted Stock Unit Plan is adopted January 28, 2003, to
promote the success of Norfolk Southern Corporation (the "Corporation")
by providing compensation to officers and other key employees of the
Corporation and its Subsidiary Companies (as hereinafter defined)
which is tied to the performance of the common stock of the Corporation,
thereby providing an additional incentive to officers and other key
employees to devote their maximum efforts and skills to the success of
the Corporation and further aligning their interests with those of the
shareholders. The Plan provides for the grant of restricted stock
units whose value is measured by the fair market value of the
Corporation's common stock and which will be payable in cash upon
satisfaction of the applicable restrictions, in accordance with the
terms and conditions set forth below.
Section 2. DEFINITIONS
The terms used herein shall have the following meanings unless
otherwise specified or unless a different meaning is clearly required
by the context:
Award A grant of Restricted Stock Units.
Beneficiary The person or persons designated in writing by the
Participant as his Beneficiary in respect to Awards under
the Corporation's Long-Term Incentive Plan or, in the
absence of such a designation or if the designated person
or persons predecease the Participant, the person or
persons who shall acquire the Participant's rights in
respect to Awards by bequest or inheritance in accordance
with the applicable laws of descent and distribution. In
order to be effective, a Participant's designation of a
Beneficiary must be on file with the Corporation before
the Participant's death.
Board of The Board of Directors of the Corporation.
Directors
Code The Internal Revenue Code of 1986, as amended from time to
time.
Committee The Compensation and Nominating Committee, Performance-Based
Compensation Committee or any other committee of the Board
of Directors which is authorized to grant Awards under this
Plan.
Common The Common Stock of the Corporation.
Stock
Disability A disability that enables the Participant to be eligible
for and receive a disability benefit under the Long-Term
Disability Plan of the Corporation or a long-term
disability plan of a Subsidiary Company (whichever is
applicable), as amended from time to time.
Fair Market The value of Common Stock on a particular date as measured
Value by the mean of the high and low prices at which it is
traded on such date as reported in the Composite
Transactions for such date by Bloomberg L.P., or its
successor, on its internet-based service, or, if Common
Stock was not traded on such date, on the next preceding
day on which Common Stock was traded.
Participant Any officer or key employee of the Corporation or a Subsidiary
Company selected by the Committee to participate in the Plan.
Restricted Contingent rights to receive cash payment for the Fair
Stock Units Market Value of shares of Common Stock granted pursuant to
Section 5 of the Plan and subject to the restrictions and
other terms and conditions set forth therein. Each
Restricted Stock Unit shall equal the Fair Market Value
of one share of Common Stock.
Restriction A period of time not less than twelve (12) nor more
Period than sixty (60) months, to be determined by the
Committee in its sole discretion, commencing on the
effective date as of which Restricted Stock Units are
granted, during which the restrictions imposed by
paragraph (b) of Section 5 of the Plan shall apply.
The Committee shall determine the length of the Restriction
Period at the time that the Restricted Stock Units are
granted.
Retirement Retirement from the Corporation or a Subsidiary Company
pursuant to the provisions of the Retirement Plan of the
Corporation or a retirement plan of a Subsidiary Company
(whichever is applicable), as amended from time to time.
Subsidiary A corporation of which more than fifty percent (50%) of
Company the total combined voting power of all classes of
stock entitled to vote is owned, directly or indirectly,
by the Corporation.
Section 3. ADMINISTRATION
The Plan shall be administered by the Committee, which, subject to
the limitations set forth herein, shall have the full and complete
authority and sole discretion from time to time to construe and
interpret the Plan; to select the officers and other key employees
who shall be granted Awards under the Plan; to determine the type,
size, terms, and conditions of the Award or Awards to be granted
to each such Participant; to authorize the grant of such Awards
pursuant to the Plan; in connection with the merger or
consolidation of the Corporation, to give a Participant an election
to surrender an Award in exchange for the grant of a new Award;
to adopt, amend and rescind rules and regulations relating to the
Plan; and to make all other determinations and take all other
action it may deem necessary or advisable for the implementation
and administration of the Plan. The Committee may authorize the
grant of Awards subject to differing terms and conditions to any
eligible employee. The Committee's decision to authorize the
grant of an Award to an employee at any time shall not require
the Committee to authorize the grant of an Award to that employee
at any other time or to any other employee at any time; nor shall
its determination with respect to the size or terms and conditions
of the Award to be granted to an employee at any time require it
to authorize the grant of an Award of the same size or with the
same terms and conditions to that employee at any other time or
to any other employee at any time. The Committee shall not be
precluded from authorizing the grant of an Award to any eligible
employee solely because the employee previously may have been
granted an Award of any kind under the Plan.
All determinations of the Committee shall be by a majority of its
members and shall be final, conclusive and binding. Each member
of the Committee, while serving as such, shall be considered to
be acting in his capacity as a director of the Corporation, and
no member of the Committee shall be liable for any action taken
or decision made in good faith with respect to the implementation
or administration of the Plan.
Section 4. ELIGIBILITY
To be eligible for selection by the Committee to participate in the
Plan, an individual must be a full-time salaried officer or key
employee of the Corporation, or of a Subsidiary Company, and must
reside in the United States or Canada, on the date on which the
Committee authorizes the grant to such individual of an Award.
Section 5. RESTRICTED STOCK UNITS
(a) Type of Award - The Committee, in its sole discretion, may
fromtime to time authorize the grant of Restricted Stock Units to a
Participant. Such Restricted Stock Units will be recorded in
individual memorandum accounts maintained by the Committee or its
agent. The Participant shall have no beneficial ownership interest
in the Common Stock represented by the Restricted Stock Units and
no right to receive a certificate representing such shares of Common
Stock. Further, the Participant shall have no right to vote the
Common Stock represented by the Restricted Stock Units or to receive
dividends (except for any equivalent payments which may be awarded
by the Committee in connection with such Restricted Stock Units)
on the Common Stock represented by the Restricted Stock Units.
(b) Restrictions - Until the expiration of the Restriction
Period or the lapse of restrictions in the manner provided in
paragraphs (d) or (e) of this Section 5, Restricted Stock Units
shall be subject to the following restrictions and any additional
restrictions that the Committee, in its sole discretion, may from
time to time deem desirable in furtherance of the objectives of
the Plan:
(i) the Participant shall not be entitled to receive
cash payment for the Restricted Stock Units which the Participant
may have a contingent right to receive in the future;
(ii) the Restricted Stock Units may not be sold,
transferred, assigned, pledged, conveyed, hypothecated, or
otherwise disposed of; and
(iii) the Restricted Stock Units may be forfeited
immediately as provided in paragraph (d) of this Section 5.
(c) Distribution of Restricted Stock Units - If a Participant
to whom Restricted Stock Units have been granted remains in the
continuous employment of the Corporation or a Subsidiary Company
during the entire Restriction Period, upon the expiration of the
Restriction Period all restrictions applicable to the Restricted
Stock Units shall lapse, and the Restricted Stock Units shall be
settled in cash, not in shares of Common Stock, based on Fair
Market Value on the date all applicable restrictions lapse.
(d) Termination of Employment - If the employment of a
Participant is terminated for any reason other than the Retirement,
Disability or death of the Participant in service before the
expiration of the Restriction Period, the Restricted Stock Units
shall be forfeited immediately and all rights of the Participant
to such units shall terminate immediately without further
obligation on the part of the Corporation or any Subsidiary
Company. If the employment of a Participant is terminated by
reason of Retirement, Disability or death of the Participant
in service before expiration of the Restriction Period, the
number of Restricted Stock Units held by the Corporation for
the Participant's account shall be reduced by the proportion
of the Restriction Period remaining after the Participant's
termination of employment; the restrictions on the balance of
such Restricted Stock Units shall lapse on the date the
Participant's employment terminated; and the cash settlement
representing the Restricted Stock Units upon which the restrictions
have lapsed shall be delivered to the Participant (or, in the
event of the Participant's death, to his Beneficiary).
(e) Waiver of Restrictions - The Committee, in its sole
discretion, may waive any or all restrictions with respect to
Restricted Stock Units.
Section 6. DIVIDEND EQUIVALENT PAYMENTS
The Committee may authorize the payment of dividend equivalents on
some or all of the Restricted Stock Units representing shares of
Common Stock, in an amount equal to, and commensurate with,
dividends declared by the Board of Directors and paid on Common
Stock. Dividend equivalents payable on Restricted Stock Units
under this Section 6 shall be paid immediately in cash or converted
to additional Restricted Stock Units based on the Fair Market Value
of Common Stock on the date dividends are paid, as may be
determined by the Committee. If the dividend equivalents are
paid immediately in cash, the settlement thereof will be paid
in cash. If the dividend equivalents are converted to additional
Restricted Stock Units, the additional Restricted Stock Units
shall be recorded in the Participant's individual memorandum account
and subject to any remaining Restriction Period applicable to the
Restricted Stock Units on which the dividend equivalents were paid.
Upon cash settlement of the Restricted Stock Units on which the
dividend equivalents were paid, the additional Restricted Stock
Units representing dividend equivalents will be paid in cash.
The Committee may authorize the payment of dividend equivalents
under this Section 6 with respect to any Restricted Stock Unit
for all or some portion of its term.
Section 7. CAPITAL ADJUSTMENTS
In the event of a recapitalization, stock split, stock
dividend, exchange, combination, or reclassification of shares,
merger, consolidation, reorganization, or other change in or
affecting the capital structure or capital stock of the Corporation,
the Board of Directors, upon the recommendation of the Committee,
may make appropriate adjustments in the number of Restricted Stock
Units representing shares of Common Stock, as it deems equitable,
in its absolute discretion, to prevent dilution or enlargement
of the rights of Participants.
Section 8. AMENDMENT OR TERMINATION OF THE PLAN
The Corporation may at any time and from time to time
alter or amend, in whole or in part, any or all of the provisions
of the Plan, or may at any time suspend or terminate the Plan,
through written action of its chief executive officer or resolution
of its Board of Directors, provided that no change in any Award
theretofore granted to any Participant may be made which would
impair or diminish the rights of the Participant without the
Participant's consent.
Section 9. MISCELLANEOUS
(a) Withholding - The Corporation and its Subsidiary
Companies shall have the right, to the extent permitted by law, to
deduct from any payment of any kind otherwise due to a Participant
any Federal, state or local taxes of any kind required by law to be
withheld with respect to Awards under the Plan, and to the
extent any such withholding requirements are not satisfied, each
Participant shall pay to the Corporation any Federal, state or
local taxes of any kind required by law to be withheld with
respect to Awards under the Plan.
(b) Stockholder Rights - No person shall have any rights
of a stockholder by virtue of a Restricted Stock Unit.
(c) No Contract of Employment - This Plan shall not be
deemed to be an employment contract between the Corporation or
any Subsidiary Company and any Participant or other employee.
Nothing contained herein, or in any agreement, certificate or
other document evidencing, providing for, or setting forth the
terms and conditions applicable to any Awards shall be deemed
to confer upon any Participant or other employee a right to
continue in the employment of the Corporation or any Subsidiary
Company, or to interfere with the right of the Corporation or
any Subsidiary Company to terminate the employment of such
Participant or employee at any time.
(d) Unfunded Plan - Except as may otherwise be provided
in the Plan, the Plan shall be unfunded. Neither the Corporation
nor any Subsidiary Company shall be required to segregate any
assets that may be represented by Restricted Stock Units, and
neither the Corporation nor any Subsidiary Company shall be
deemed to be a trustee of any amounts to be paid under a
Restricted Stock Unit. Any liability of the Corporation to pay
any Participant or Beneficiary with respect to a Restricted
Stock Unit shall be based solely upon any contractual obligations
created pursuant to the provisions of the Plan; no such obligation
shall be deemed to be secured by any pledge or encumbrance on any
property of the Corporation or a Subsidiary Company.
(e) Applicable Law - The Plan, its validity, interpretation,
and administration, and the rights and obligations of all persons
having an interest therein, shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, except
to the extent that such laws may be preempted by Federal law.
(f) Gender and Number - Wherever used in the Plan, words in
the masculine form shall be deemed to refer to females as well as
to males, and words in the singular or plural shall be deemed to
refer also to the plural or singular, respectively, as the context
may require.