Common use of Forfeiture of Restricted Stock Units Clause in Contracts

Forfeiture of Restricted Stock Units. i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grant>, then 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. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1December 31, <Year_of_Grant>, then a portion of 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. The portion to be forfeited under this paragraph will be determined by dividing the number of Restricted Stock Units granted under Section 3(a) by 12, multiplying the result by the number of full months in which the Participant was not employed by the Corporation during <Year_of_Grant>, and then rounding to the nearest whole number. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant Participant, in any state in which the Corporation provided rail services during Participant’s employment with the Corporation, works for or provides the same or similar services Participant provided on behalf of the Corporation for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. If Employee terminates service with the Participant’s employment is terminated by reason Company and its Subsidiaries prior to the anniversary of the Retirement of the Participant before October 1, <Year_of_Grant>, then 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. ii. If the Participant’s employment is terminated Award Date for any reason other than Retirementthe Employee’s death, Disability, or deathRetirement, any as herein defined, or if Employee (or Employee’s estate) shall initiate a legal proceeding against the Company or a Subsidiary other than pursuant to the terms of the Dispute Resolution Procedure, then Employee (or Employee’s estate, as applicable) shall, for no consideration, forfeit all Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Companyhave not previously vested, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 or Section 5(d); provided, however, that the Committee or its designee may, in the Committee’s or the designee’s sole and absolute discretion, as applicable, provide for the acceleration of the vesting of the Restricted Stock Units, eliminate or make less restrictive any restrictions contained in this Agreement, unless waive any restriction or other provision of the ParticipantPlan or this Agreement or otherwise amend or modify this Agreement in any manner that is either (i) not adverse to Employee, or (ii) consented to by Employee. Notwithstanding the forgoing, if prior to the anniversary of the Award Date based upon reasonable investigation and belief, the Committee or its designee, as applicable, determines that Employee should be subject to disciplinary action other than termination of Employee’s employment service with the Corporation Company or a Subsidiary Company terminates at any time during of its Subsidiaries, such disciplinary action can include Employee’s forfeiture of all or at the end any portion of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Employee’s Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of awarded under this Agreement to the contrarythat have not, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participantat such time, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited topreviously vested, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, provided in Section 4 or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the CorporationSection 5(d), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement such determination to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who wasor its designee, at any timein the Committee’s or the designee’s sole and absolute discretion, employed at the level as applicable. For purposes of Vice President or abovethis paragraph, and this determination shall such action can be made taken by the Vice President Human Resources with respect to all other participantsCommittee or its designee, and as applicable, because of (i) any act or omission of Employee that (A) results in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing assessment of a criminal penalty against the Company or a Subsidiary, (B) is otherwise in this Agreement (1) prohibits violation of any federal, state, local or impedes Participant from reporting possible violations of federal foreign law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities other than traffic violations and Exchange Commission (SECother similar misdemeanors), (C) adversely affects or could reasonably be expected to adversely affect the Congress, and any agency Inspector General), from making other disclosures that are protected under business reputation of the whistleblower provisions of federal law Company or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceedingSubsidiary, or (2D) requires Participant to obtain prior authorization otherwise constitutes willful misconduct, gross negligence, or any act of dishonesty or disloyalty, (ii) the Corporation to make any such reports violation by Employee of policies established by the Company or disclosures a Subsidiary, or to notify (iii) the Corporation of such reports Company’s or disclosuresSubsidiary’s determination that Employee’s performance or conduct was unacceptable.

Forfeiture of Restricted Stock Units. i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grant>, then a portion of 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. The portion to be forfeited under this paragraph will be determined by dividing the number of Restricted Stock Units granted under Section 3(a) by 12, rounding to the nearest whole number, and then multiplying the result by the number of months in which the Participant was not employed by the Corporation during the year. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. If (a) Any Restricted Stock Units that have not become non-forfeitable pursuant to Section 4 above on or before the Participantdate on which the Holder has a Separation from Service shall be forfeited as of that date, and all of the Holder’s employment is terminated rights and interest in and to such forfeited Restricted Stock Units shall thereupon terminate without payment of consideration by the Company. No Award or other amount payable to the Holder shall be reduced by the amount of any Dividend Equivalents previously paid to the Holder with respect to the forfeited Restricted Stock Units. For purposes of this Agreement, the Holder will not be deemed to have a Separation from Service merely by reason of the Retirement transfer of the Participant before October 1Holder’s employment from the Company to any Subsidiary or from any Subsidiary to the Company or another Subsidiary, <Year_of_Grant>or by reason of an approved leave of absence. However, the rules set forth in Treasury Regulation section 1.409A-1(h)(1)(i) shall apply in determining whether the Holder has a Separation from Service in connection with a leave of absence, and in that regard the Holder and the Company hereby elect to substitute a 29-month period of absence for a six-month period in the circumstances referred to in the last sentence of that Treasury Regulation. (b) In the event of any breach by the Holder of the terms of Section 8 of the Employment Agreement as in effect from time to time, then notwithstanding any other provision of this Agreement or 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. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or deathPlan, any Restricted Stock Units that did not become non-forfeitable within the meaning of Section 4 before such breach shall immediately expire and are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to upon such Restricted Stock Units shall terminatebreach. If the Participant is granted a leave of absence before the expiration of the Restriction PeriodHolder, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end before all of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights become non-forfeitable within the meaning of Section 4: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment by, renders services for or otherwise assists any other business which competes with the business conducted by the Company or any of its Subsidiaries in which the Holder has worked during the Holder’s last two years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee of the Participant Company or any of its Subsidiaries on behalf of any business or enterprise other than the Company or a Subsidiary, or encourages any such employee to leave such Units shall terminate if: A. employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the ParticipantCompany or any of its Subsidiaries (except as required by the Holder’s employment work responsibilities with the Company or any of its Subsidiaries); or (iv) is terminated by reason convicted of a crime against the Retirement Company or Disability any of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged its Subsidiaries; or (v) engages in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise activity in violation of the law. A determination under this paragraph shall be made by policies of the Committee with respect to a participant who wasCompany or any of its Subsidiaries, including without limitation the Company’s Code of Business Ethics and Conduct, or, at any time, employed at engages in conduct adverse to the level best interests of Vice President the Company or aboveany of its Subsidiaries; then should any of the foregoing events occur, any Restricted Stock Units that have not theretofore become non-forfeitable within the meaning of Section 4 shall be forfeited unless the Committee, in its sole discretion, elects otherwise. The provisions of this Section 5(b) are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Holder and the Company, and this determination shall be made by nothing herein is intended to waive, modify, alter or amend the Vice President Human Resources with respect to all terms of any such other participantsagreement. (c) By executing the RSU Agreement, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation Holder irrevocably consents to any governmental agency forfeiture of Restricted Stock Units required or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosuresauthorized by this Agreement.

Forfeiture of Restricted Stock Units. i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grantyear of grant>, then 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. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, embezzlement or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. If (a) Any Restricted Stock Units that have not become non-forfeitable pursuant to Section 2 above on or before the Participant’s employment is terminated date on which the Employee ceases to be employed by reason the Company or a Subsidiary shall be forfeited as of that date, and all of the Retirement of the Participant before October 1, <Year_of_Grant>, then the Employee’s rights and interest in and to such forfeited Restricted Stock Units shall be forfeited immediately and all rights thereupon terminate without payment of any consideration by the Company. A transfer of the Participant to such Units shall terminate immediately without further obligation on Employee from the part employ of the Corporation or any Subsidiary Company. ii. If Company to the Participant’s employment is terminated for any reason other than Retirement, Disabilityemploy of a Subsidiary, or death, any Restricted Stock Units that are subject from the employ of a Subsidiary to a Restriction Period shall be forfeited immediately without further obligation on the part employ of the Corporation Company or any Subsidiary Companyanother Subsidiary, and all rights will not be deemed a cessation of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except employment for Dividend Equivalent Payments as provided in Section 4 purposes of this Agreement, including this Section 3 and Section 2 above. An approved leave of absence will also not be deemed a cessation of employment for purposes of this Agreement for the duration of such approved leave, unless the Participant’s Committee provides otherwise at or before its meeting that coincides with or next follows the commencement of such leave. (b) If, at any time before shares are delivered to the Employee pursuant to this Agreement, or within six months thereafter, the Employee: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment with, renders services to or otherwise assists any other business which competes with the Corporation business conducted by the Company or a Subsidiary Company terminates any of its Subsidiaries at any time during the two years preceding the conduct in question; (ii) directly or at indirectly, hires or solicits or arranges for or participates in the end hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourages any such employee to leave such employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or any of absence and before its Subsidiaries (except as required by the expiration Employee's work responsibilities with the Company or any of its Subsidiaries); (iv) commits a crime against the Company or any of its Subsidiaries; (v) engages in an act of moral turpitude that in the opinion of the Restriction Period, at which time all rights Committee brings (or may bring) disrepute upon the Company if any payment or further payment of shares is made pursuant to this Agreement; (vi) engages in any activity in violation of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part policies of the Corporation Company or any Subsidiary of its Subsidiaries, including without limitation the Company. iii. Notwithstanding 's Code of Business Conduct and Ethics, or (vii) engages in conduct adverse to the best interests of the Company or any of its Subsidiaries; then, unless the Committee, in its sole discretion, decides otherwise, and any provision of this Agreement to the contrarycontrary notwithstanding, if (A) the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity Award (including but not limited to any Restricted Stock Units that became non-forfeitable before the Department Employee engaged in the conduct in question) shall be cancelled, and (B) the Employee shall forfeit and hereby agrees to return to the Company on demand any and all shares of JusticeCommon Stock that had been delivered to the Employee pursuant to this Agreement; provided that, in the event of a Change in Control, the Securities Award may not be cancelled and Exchange Commission shares may not be forfeited for conduct described in clause (SEC)vi) or (vii) of this sentence unless the Committee as constituted before a Change in Control determines that the Award should be cancelled and the shares should be forfeited. The provisions of this Section 3(b) are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Employee and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement. (c) By executing this Agreement, the Congress, and Employee irrevocably consents to any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions forfeiture of federal law Restricted Stock Units required or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosuresauthorized by this Agreement.

Forfeiture of Restricted Stock Units. i. If (a) Except as provided otherwise in Section 4(c) above or in the Participant’s employment is terminated by reason second sentence of the Retirement of the Participant before October 1, <Year_of_Grant>, then 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. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or deathSection 5(b) below, any Restricted Stock Units that are subject have not become non-forfeitable pursuant to Section 4 above on or before the date on which the Holder has a Restriction Period Separation from Service shall be forfeited immediately without further obligation on the part as of the Corporation or any Subsidiary Companythat date, and all rights of the Participant with respect Holder’s rights and interest in and to such forfeited Restricted Stock Units shall terminatethereupon terminate without payment of consideration by the Company. If Solely for purposes of avoiding a forfeiture pursuant to the Participant is granted preceding sentence in the event of a Separation from Service by Retirement, Restricted Stock Units that have not become non-forfeitable in accordance with the provisions of Section 4 other than Section 4(c) as of the date of the Holder’s Separation from Service by Retirement shall be considered to be non-forfeitable on that date if the Holder executes the covenant not to compete and release referred to in Section 4(c) within such period of time (in no event to exceed 45 days) after the Separation from Service by Retirement as the Committee may require, the covenant and release are effective as of that date, and the Holder does not revoke the release before it becomes irrevocable on the 8th day after s/he executes it. No Award or other amount payable to the Holder shall be reduced by the amount of any Dividend Equivalents previously paid to the Holder with respect to the forfeited Restricted Stock Units. For purposes of this Agreement, the Holder will not be deemed to have a Separation from Service merely by reason of the transfer of the Holder’s employment from the Company to any Subsidiary or from any Subsidiary to the Company or another Subsidiary, or by reason of an approved leave of absence. However, the rules set forth in Treasury Regulation section 1.409A-1(h)(1)(i) shall apply in determining whether the Holder has a Separation from Service in connection with a leave of absence, and in that regard the Holder and the Company hereby elect to substitute a 29-month period of absence for a six-month period in the circumstances referred to in the last sentence of that Treasury Regulation. (b) If the Holder has a Separation from Service by Retirement as defined in Section 4(c), but the Holder does not execute the covenant and release referred to in Section 4(c) within such period of time (in no event to exceed 45 days) after the Separation from Service by Retirement as the Committee may require, or revokes the release before it becomes irrevocable on the expiration of the Restriction Period8th day after s/he executes it, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to that have not yet become non-forfeitable in accordance with the Restriction Period, except for Dividend Equivalent Payments as provided in provisions of Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end other than Section 4(c) as of the leave of absence and before the expiration date of the Restriction Period, at which time all rights Holder’s Separation from Service by Retirement shall be forfeited as of the Participant date of Separation from Service by Retirement. If the Holder executes but fails to comply with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrarycovenant and release, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject that have not yet become non-forfeitable in accordance with Section 4 as of the date of such failure to a Restriction Period comply shall be forfeited immediately and as of that date. (c) If the Holder, at any time before all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights become non-forfeitable within the meaning of Section 4: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment by, renders services for or otherwise assists any other business which competes with the business conducted by the Company or any of its Subsidiaries in which the Holder has worked during the Holder’s last two years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee of the Participant Company or any of its Subsidiaries on behalf of any business or enterprise other than the Company or a Subsidiary, or encourages any such employee to leave such Units shall terminate if: A. employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the ParticipantCompany or any of its Subsidiaries (except as required by the Holder’s employment work responsibilities with the Company or any of its Subsidiaries); or (iv) is terminated by reason convicted of a crime against the Retirement Company or Disability any of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged its Subsidiaries; or (v) engages in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise activity in violation of the law. A determination under this paragraph shall be made by policies of the Committee with respect to a participant who wasCompany or any of its Subsidiaries, including without limitation the Company’s Code of Business Ethics and Conduct, or, at any time, employed at engages in conduct adverse to the level best interests of Vice President the Company or aboveany of its Subsidiaries; then should any of the foregoing events occur, any Restricted Stock Units that have not theretofore become non-forfeitable within the meaning of Section 4 shall be forfeited unless the Committee, in its sole discretion, elects otherwise. The provisions of this Section 5(c) are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Holder and the Company, and this determination shall be made by nothing herein is intended to waive, modify, alter or amend the Vice President Human Resources with respect to all terms of any such other participantsagreement. (d) By executing the RSU Agreement, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation Holder irrevocably consents to any governmental agency forfeiture of Restricted Stock Units required or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosuresauthorized by this Agreement.

Forfeiture of Restricted Stock Units. i. If (a) Except as provided otherwise in Section 4(c) above or in the Participant’s employment is terminated by reason second sentence of the Retirement of the Participant before October 1, <Year_of_Grant>, then 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. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or deathSection 5(b) below, any Restricted Stock Units that are subject have not become non-forfeitable pursuant to a Restriction Period Section 4 above on or before the date on which the Holder ceases to be an employee of the Company shall be forfeited immediately without further obligation on the part as of the Corporation or any Subsidiary Companythat date, and all rights of the Participant with respect Holder’s rights and interest in and to such forfeited Restricted Stock Units shall terminatethereupon terminate without payment of consideration by the Company. If the Participant is granted a leave of absence before the expiration For purposes of the Restriction Periodpreceding sentence, Restricted Stock Units that become non-forfeitable pursuant to Section 4(c) shall be considered to be non-forfeitable on the Participant date on which the Holder ceases to be an employee of the Company even if the Holder executes the covenant not to compete and release referred to therein after the date of termination, provided that s/he does so within a reasonable period of time (in no event to exceed 30 days) after that date and the covenant and release are effective as of that date. No Award or other amount payable to the Holder shall not forfeit be reduced by the amount of any rights dividend equivalents previously paid to the Holder with respect to the forfeited Restricted Stock Units. For purposes of this Agreement, the continuous employment of the Holder by the Company will not be deemed to be interrupted by reason of the transfer of the Holder’s employment from the Company to any Subsidiary or from any Subsidiary to the Company or another Subsidiary, or by reason of an approved leave of absence. (b) If the Holder’s employment terminates by Retirement as defined in Section 4(c), but the Holder does not execute the covenant and release referred to in Section 4(c), any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments that have not yet become non-forfeitable as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave date of absence and before the expiration Retirement shall be forfeited as of the Restriction Perioddate of Retirement. If the Holder executes but fails to comply with such covenant and release, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject that have not yet become non-forfeitable as of the date of such failure to a Restriction Period comply shall be forfeited immediately and as of that date. (c) If the Holder, at any time before all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights become non-forfeitable: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment with, renders services to or otherwise assists any other business which competes with the business conducted by the Company or any of its Subsidiaries in which the Holder has worked, during the Holder’s last two years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee of the Participant Company or any of its Subsidiaries on behalf of any business or enterprise other than the Company or a Subsidiary, or encourages any such employee to leave such Units shall terminate if: A. employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the ParticipantCompany or any of its Subsidiaries (except as required by the Holder’s employment work responsibilities with the Company or any of its Subsidiaries); or (iv) is terminated by reason convicted of a crime against the Retirement Company or Disability any of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged its Subsidiaries; or (v) engages in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise activity in violation of the law. A determination under this paragraph shall be made by policies of the Committee with respect to a participant who wasCompany or any of its Subsidiaries, including without limitation the Company’s Code of Business Ethics and Conduct, or, at any time, employed at engages in conduct adverse to the level best interests of Vice President the Company or aboveany of its Subsidiaries; then should any of the foregoing events occur, any Restricted Stock Units that have not theretofore become non-forfeitable shall be forfeited unless the Committee, in its sole discretion, elects otherwise. The provisions of this Section 5(c) are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Holder and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement. (d) By executing this determination shall be made by Agreement, the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation Holder irrevocably consents to any governmental agency forfeiture of Restricted Stock Units required or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosuresauthorized by this Agreement.

Forfeiture of Restricted Stock Units. i. If (a) Any Restricted Stock Units that have not become non-forfeitable pursuant to Section 2 above on or before the Participant’s employment is terminated date on which the Employee ceases to be employed by reason the Company or a Subsidiary shall be forfeited as of that date, and all of the Retirement of the Participant before October 1, <Year_of_Grant>, then the Employee’s rights and interest in and to such forfeited Restricted Stock Units shall be forfeited immediately and all rights thereupon terminate without payment of any consideration by the Company. A transfer of the Participant to such Units shall terminate immediately without further obligation on Employee from the part employ of the Corporation or any Subsidiary Company. ii. If Company to the Participant’s employment is terminated for any reason other than Retirement, Disabilityemploy of a Subsidiary, or death, any Restricted Stock Units that are subject from the employ of a Subsidiary to a Restriction Period shall be forfeited immediately without further obligation on the part employ of the Corporation Company or any Subsidiary Companyanother Subsidiary, and all rights will not be deemed a cessation of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except employment for Dividend Equivalent Payments as provided in Section 4 purposes of this Agreement, including this Section 3 and Section 2 above. An approved leave of absence will also not be deemed a cessation of employment for purposes of this Agreement for the duration of such approved leave, unless the Participant’s Committee provides otherwise at or before its meeting that coincides with or next follows the commencement of such leave. (b) If, at any time before shares are delivered to the Employee pursuant to this Agreement, or within six months thereafter, the Employee: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment with, renders services to or otherwise assists any other business which competes with the Corporation business conducted by the Company or a Subsidiary Company terminates any of its Subsidiaries at any time during the two years preceding the conduct in question; (ii) directly or at indirectly, hires or solicits or arranges for or participates in the end hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourages any such employee to leave such employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or any of absence and before its Subsidiaries (except as required by the expiration Employee's work responsibilities with the Company or any of its Subsidiaries); (iv) commits a crime against the Company or any of its Subsidiaries; (v) engages in an act of moral turpitude that in the opinion of the Restriction Period, at which time all rights Committee brings (or may bring) disrepute upon the Company if any payment or further payment of shares is made pursuant to this Agreement; (vi) engages in any activity in violation of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part policies of the Corporation Company or any Subsidiary of its Subsidiaries, including without limitation the Company. iii. Notwithstanding ’s Code of Business Conduct and Ethics, or (vii) engages in conduct adverse to the best interests of the Company or any of its Subsidiaries; then, unless the Committee, in its sole discretion, decides otherwise, and any provision of this Agreement to the contrarycontrary notwithstanding, if (A) the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity Award (including but not limited to any Restricted Stock Units that became non-forfeitable before the Department Employee engaged in the conduct in question) shall be cancelled, and (B) the Employee shall forfeit and hereby agrees to return to the Company on demand any and all shares of JusticeCommon Stock that had been delivered to the Employee pursuant to this Agreement; provided that, in the event of a Change in Control, the Securities Award may not be cancelled and Exchange Commission shares may not be forfeited for conduct described in clause (SEC)vi) or (vii) of this sentence unless the Committee as constituted before a Change in Control determines that the Award should be cancelled and the shares should be forfeited. The provisions of this Section 3(b) are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Employee and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement. (c) By executing this Agreement, the Congress, and Employee irrevocably consents to any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions forfeiture of federal law Restricted Stock Units required or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosuresauthorized by this Agreement.

Forfeiture of Restricted Stock Units. i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1December 31, <Year_of_Grant>2024, then a portion of 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. The portion to be forfeited under this paragraph will be determined by dividing the number of Restricted Stock Units granted under Section 3(a) by 12, multiplying the result by the number of full months in which the Participant was not employed by the Corporation during 2024, and then rounding to the nearest whole number. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant Participant, in any state in which the Corporation provided rail services during Participant’s employment with the Corporation, works for or provides the same or similar services Participant provided on behalf of the Corporation for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grant>, then 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. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, death or deathInvoluntary Termination (as defined herein), any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. ii. For purposes of this Agreement, Involuntary Termination will mean termination of Participant’s employment by the Corporation other than for Cause. Cause will mean the Participant’s (1) indictment, conviction or plea of nolo contendere to any felony, (2) theft, fraud or embezzlement resulting in gain or personal enrichment to the Participant, or (3) failure or refusal to substantially perform his duties for the Corporation. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement Retirement, Disability, or Disability Involuntary Termination of the Participant, Participant and the Participant Engages in Competing Employment within a period of two years following Retirement or Retirement, Disability, or Involuntary Termination and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, embezzlement or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. (a) Any Restricted Stock Units that have not become non-forfeitable pursuant to Section 4 above on or before the date on which the Holder’s service as a director of the Company terminates shall be forfeited as of that date, and all of the Holder’s rights and interest in and to such forfeited Restricted Stock Units shall thereupon terminate without payment of consideration by the Company. (b) If the ParticipantHolder has a Separation from Service by Retirement as defined in Section 4(c) and the Holder executes but fails to comply with the covenant and release referred to in Section 4(c), then any Restricted Stock Units that did not become non-forfeitable pursuant to Section 4(d) before the date of such failure to comply and would not have become non-forfeitable pursuant to Section 4(a) above before that date if the Holder’s employment is terminated by reason service as a director of the Retirement Company had continued until and terminated on that date shall be forfeited, and the Holder shall promptly make restitution to the Company of any shares of Common Stock that were credited to the Participant Holder in payment of such forfeited Restricted Stock Units in accordance with Section 6 below. (c) If the Holder, at any time before October 1, <Year_of_Grant>, then all of the Restricted Stock Units shall be forfeited immediately and all rights become non-forfeitable within the meaning of Section 4: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment by, renders services for or otherwise assists any other business which competes with the business conducted by the Company or any of its Subsidiaries during the Holder’s last two years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee of the Participant Company or any of its Subsidiaries on behalf of any business or enterprise other than the Company or a Subsidiary, or encourages any such employee to leave such Units shall terminate immediately without further obligation on employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the part Company or any of its Subsidiaries (except as required by the Holder’s work responsibilities with the Company or any of its Subsidiaries); or (iv) is convicted of a crime against the Company or any of its Subsidiaries; or (v) engages in any activity in violation of the Corporation policies of the Company or any Subsidiary of its Subsidiaries, including without limitation the Company. ii. If ’s Code of Business Ethics and Conduct, or, at any time, engages in conduct adverse to the Participant’s employment is terminated for best interests of the Company or any reason other than Retirement, Disability, or deathof its Subsidiaries; then should any of the foregoing events occur, any Restricted Stock Units that are subject to a Restriction Period have not theretofore become non-forfeitable within the meaning of Section 4 shall be forfeited immediately without further obligation on unless the part Committee (other than the Holder, if s/he is a member thereof), in its sole discretion, elects otherwise. The provisions of this Section 5(c) are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Corporation or any Subsidiary Holder and the Company, and all rights nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement. (d) By executing the Participant with respect RSU Agreement, the Holder irrevocably consents to such any forfeiture of Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of required or authorized by this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. (a) Any Restricted Stock Units that have not become non-forfeitable pursuant to Section 4 above on or before the date on which the Holder’s service as a director of the Company terminates shall be forfeited as of that date, and all of the Holder’s rights and interest in and to such forfeited Restricted Stock Units shall thereupon terminate without payment of consideration by the Company. No Award or other amount payable to the Holder shall be reduced by the amount of any dividend equivalents previously paid to the Holder with respect to the forfeited Restricted Stock Units. (b) [LEFT BLANK INTENTIONALLY] (c) If the Participant’s employment is terminated by reason Holder, at any time before all of the Retirement of the Participant before October 1, <Year_of_Grant>, then the Restricted Stock Units shall be forfeited immediately and all rights become non-forfeitable within the meaning of Section 4: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment with, renders services to or otherwise assists any other business which competes with the business conducted by the Company or any of its Subsidiaries, during the Holder’s last two years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee of the Participant Company or any of its Subsidiaries on behalf of any business or enterprise other than the Company or a Subsidiary, or encourages any such employee to leave such Units shall terminate immediately without further obligation on employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the part Company or any of its Subsidiaries (except as required by the Holder’s work responsibilities with the Company or any of its Subsidiaries); or (iv) is convicted of a crime against the Company or any of its Subsidiaries; or (v) engages in any activity in violation of the Corporation policies of the Company or any Subsidiary of its Subsidiaries, including without limitation the Company. ii. If ’s Code of Business Ethics and Conduct, or, at any time, engages in conduct adverse to the Participant’s employment is terminated for best interests of the Company or any reason other than Retirement, Disability, or deathof its Subsidiaries; then should any of the foregoing events occur, any Restricted Stock Units that are subject to a Restriction Period have not theretofore become non-forfeitable within the meaning of Section 4 shall be forfeited immediately without further obligation on unless the part Committee (other than the Holder, if s/he is a member thereof), in its sole discretion, elects otherwise. The provisions of this Section 5(c) are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Corporation or any Subsidiary Holder and the Company, and all rights nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement. (d) By executing the Participant with respect RSU Agreement, the Holder irrevocably consents to such any forfeiture of Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of required or authorized by this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

Forfeiture of Restricted Stock Units. i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grantyear of grant>, then 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. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, Disability or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, embezzlement or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.