RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.31
This
Agreement is made and entered into as of December 8, 2009, by and between CSX
Corporation (“CSX”), a Virginia corporation, and Xxxx Xxxxxxx (the
“Recipient”). In consideration of their mutual promises and
undertakings, CSX and Recipient mutually agree as follows:
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1.
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Restricted
Stock. In consideration of Recipient’s continued and
uninterrupted employment with CSX or an Affiliate thereof, for the period
from December 8, 2009 through December 8, 2014 (the “Restricted Period”),
the Recipient is hereby granted 10,522 shares of restricted CSX
Corporation common stock, $1 par value (“CSX
Stock”).
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2.
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Vesting. The Restricted
Stock shall fully vest on December 8, 2014 upon Recipient’s completion of
the Restricted Period, except as provided below in Section
6.
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3.
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Delivery of
Shares. Payment of vested Restricted Stock will be paid
as soon as practicable after completion of the Restricted
Period.
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4.
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Omnibus Plan incorporated by
reference. The grant hereunder is made under CSX’s
Omnibus Incentive Plan (the “Plan”), the provisions of which are hereby
incorporated by reference except as otherwise provided specifically
herein.
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5.
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Dividend equivalents.
During the Restricted Period, CSX will pay to Recipient, based upon
the number of restricted shares granted, an amount equal to dividends
(“Dividend Equivalents”) declared and payable on the CSX common stock net
of applicable withholding taxes.
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6.
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Termination of
Employment. In the event of a termination of Recipient’s
employment before the end of the Restricted Period for any reason other
than death or Disability, the Restricted Stock shall be
forfeited. In the event of a termination of Recipient’s
employment before the end of the Restricted Period, by reason of
Recipient’s death or Disability, pro rata vesting shall
apply. The pro rata computation will be determined based upon
the number of months of employment completed during the Restricted Period
relative to 60 months (the total number of months in the Restricted
Period). “Disability” shall mean the Recipient’s becoming
disabled within the meaning of the long-term disability plan of the
Company covering the Recipient.
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Restricted
Stock granted to the Recipient that does not vest under the terms of this
Agreement shall be forfeited.
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7.
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Withholding of
Tax. Recipient shall be solely responsible for any and
all federal, state, and local taxes which may be imposed on the Recipient
as a result of the vesting of the Restricted Stock, the receipt of CSX
Stock, and receipt of dividend equivalents. CSX is required to
withhold income taxes at the prescribed supplemental income and employment
tax rates at the time such taxes are due. Upon issuance of CSX
stock, CSX will withhold the minimum number of whole shares equal in value
to such required withholding amount. No additional voluntary
withholding amount is permitted.
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8.
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Assignment of Restricted Stock
Prohibited. The Restricted Stock may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of.
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9.
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Not a Contract of
Employment. Nothing in this Agreement shall be
interpreted or construed to create a contract of employment between the
Company and the Recipient. This Agreement is intended solely to
provide Recipient an incentive to continue existing
employment.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
indicated below.
RECIPIENT: CSX
CORPORATION:
/s/ XXXX XXXXXXX
By: /s/ XXXXXXX X. XXXX
Xxxx
Xxxxxxx
Xxxxxxx X. Xxxx
Chairman, President, and
Chief Executive
Officer
Employee
No.: 570837
Date: December
17, 2009
