Providence & Worcester Railroad Co/Ri/ Sample Contracts

EXHIBIT 1.1 1,000,000 SHARES PROVIDENCE AND WORCESTER RAILROAD COMPANY COMMON STOCK UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • August 26th, 1998 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • New York
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MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. AND PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016
Merger Agreement • August 16th, 2016 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • Delaware
PROVIDENCE AND WORCESTER RAILROAD COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 11th, 2016 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • Rhode Island

This Non-Qualified Stock Option Agreement (“Agreement”) is by and between PROVIDENCE AND WORCESTER RAILROAD COMPANY, a Rhode Island corporation with an office at 75 Hammond Street, Worcester, Massachusetts 01610 (the “Company”) and _________________________, the Company’s _______________________ (the “Optionee”).

SUPPLEMENTAL EMPLOYMENT AGREEMENT
Supplemental Employment Agreement • August 16th, 2016 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • Massachusetts

This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and P. Scott Conti ("Executive").

SUPPLEMENTAL EMPLOYMENT AGREEMENT
Supplemental Employment Agreement • August 16th, 2016 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • Massachusetts

This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and Charles D. Rennick ("Executive").

SENIOR EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT
Senior Executive Change in Control Severance Agreement • May 12th, 2015 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • Massachusetts

THIS SENIOR EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into effective as of _________________, 2015 (the “Effective Date”), by and between Providence and Worcester Railroad Company, a corporation organized under the laws of the State of Rhode Island (the “Railroad”) and [_______________] (the “Executive”). The Railroad and the Executive are together referred to herein as the “parties,” or each may be referred to individual as a “party.”

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 11th, 2016 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • Rhode Island

This Restricted Stock Unit Award Agreement (“Agreement”) is by and between PROVIDENCE AND WORCESTER RAILROAD COMPANY, a Rhode Island corporation with an office at 75 Hammond Street, Worcester, Massachusetts 01610 (the “Company”) and ________________ (the “Grantee”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning as set forth in the Providence and Worcester Railroad Company 2015 Equity Incentive Plan (the “Plan”).

PROVIDENCE AND WORCESTER RAILROAD COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 11th, 2016 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating

This Non-Qualified Stock Option Agreement (“Agreement”) is by and between PROVIDENCE AND WORCESTER RAILROAD COMPANY, a Rhode Island corporation with an office at 75 Hammond Street, Worcester, Massachusetts 01610 (the “Company”) and Optionee.

EXECUTION VERSION
Voting Agreement • August 16th, 2016 • Providence & Worcester Railroad Co/Ri/ • Railroads, line-haul operating • Delaware

VOTING AGREEMENT, dated as of August 12, 2016 (the "Agreement") between Genesee & Wyoming Inc., a Delaware corporation ("Parent"), and the Robert H. Eder Trust and the Linda Eder Trust (collectively, the "Shareholder"), and solely for purposes of Sections 2(g) and 2(h) hereof, Providence and Worcester Railroad Company, a Rhode Island corporation (the "Company").

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