Exhibit 10.8
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated this 14th day of January, 1997, by and
between CSX CORPORATION, a Virginia corporation (the "Company") and XxxxxXxxx
XxxxXxxx (the "Executive").
WHEREAS the Company and the Executive are parties to an
Employment Agreement dated as of the first day of February, 1995 (the
"Agreement");
WHEREAS the Company and the Executive desire to amend the
Agreement to deal appropriately with the transactions contemplated by the
Agreement and Plan of Merger by and among Conrail, Inc., a Pennsylvania
corporation, Green Acquisition Corp., a Pennsylvania corporation, and the
Company dated as of October 14, 1996, as subsequently amended.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Section 2 of the Agreement is amended by adding a new
clause f. at the end thereof to read in its entirety as follows:
"f. Final Regulatory Action (as defined in Section
3.b.) approving the merger (the "Conrail Merger") contemplated by the
Agreement and Plan of Merger by and among Conrail, Inc., a Pennsylvania
corporation, Green Acquisition Corporation, a Pennsylvania corporation,
and the Company dated as of October 14, 1996, as subsequently amended."
2. Section 5.c. of the Agreement is amended so that clause
(iii) shall read in its entirety as follows:
"other than in the case of the Conrail Merger, the
Company's requiring the Executive to be based at any office or location
other than as provided in Section 4(a) (i) (B) hereof or the Company's
requiring the Executive to travel on Company business to a
substantially greater extent than required immediately prior to the
Effective Date;"
3. The Agreement shall remain in full force and effect in all
other respects. The Executive acknowledges that this Amendment does not alter
the Executive's rights under any other plan, policy or program of the Company,
and the Conrail Merger shall not constitute a Change of Control under any such
plan, program or policy.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its Board of Directors,
the Company as caused these presents to be executed in its name and on its
behalf, all as of the day and year first above written.
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XxxxxXxxx XxxxXxxx
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CSX CORPORATION
By:
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Xxxx X. Xxxx
Chairman, President and Chief Executive Officer
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