0001193125-16-465737 Sample Contracts

CSX CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 16th, 2016 • CSX Corp • Railroads, line-haul operating • Florida

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. To accomplish these objectives, the Board has caused the Company to en

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RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • February 16th, 2016 • CSX Corp • Railroads, line-haul operating

This restricted stock unit Agreement is made and entered into as of <<grant date>>, by and between CSX Corporation (“CSX”), a Virginia corporation, and «First_Name» «Last_Name» (the “Participant”). CSX grants restricted stock units (“RSUs”) to encourage a long-term perspective and commitment from its employees.

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 16th, 2016 • CSX Corp • Railroads, line-haul operating

This Agreement is made and entered into as of <<grant date>> by and between CSX Corporation (“CSX”), a Virginia corporation, and <<Name>> (the “Recipient”). In consideration of their mutual promises and undertakings, CSX and Recipient mutually agree as follows:

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