0000702165-21-000006 Sample Contracts

Norfolk Southern Corporation Long-Term Incentive Plan Form of Off-Cycle Award Agreement Non-Qualified Stock Option
Non-Qualified Stock Option Agreement • February 4th, 2021 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

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Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement for Outside Directors
Award Agreement for Outside Directors • February 4th, 2021 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of <Award Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Full_Name> (Participant), a director of the Corporation who is not an officer or employee of the Corporation or any of its subsidiaries.

Year> Non-Compete Agreement Associated With Award Agreement Under The Norfolk Southern Corporation Long-Term Incentive Plan
Non-Compete Agreement • February 4th, 2021 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

THIS AGREEMENT (the “Agreement”) is executed by and between <Employee Name> (“Employee”) and Norfolk Southern Corporation (“NS” or “Corporation”). Employee has received this Agreement in conjunction with an award agreement under the Norfolk Southern Corporation Long-Term Incentive Plan (“LTIP” or “Plan”). The term NS or Corporation includes NS’ subsidiaries and affiliated companies including, but not limited to, Norfolk Southern Railway Company and its rail subsidiaries.

Norfolk Southern Corporation Long-Term Incentive Plan Form of Off-Cycle Award Agreement Performance Share Units
Off-Cycle Award Agreement • February 4th, 2021 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>

Norfolk Southern Corporation Long-Term Incentive Plan Form of Off-Cycle Award Agreement Restricted Stock Units
Restricted Stock Units Agreement • February 4th, 2021 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Units
Restricted Stock Units Award Agreement • February 4th, 2021 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Units
Award Agreement • February 4th, 2021 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

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