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EXHIBIT 10.25
DEFERRED COMPENSATION PROGRAM
FOR EXECUTIVES OF CSX CORPORATION
AND AFFILIATED COMPANIES
As Amended and Restated January 1, 1998
1.
Purpose
The purpose of this Program is to provide eligible executives with
an
opportunity to supplement their retirement
income. This Program is intended to
benefit a select group of management or
highly compensated employees.
2.
Definitions
2.1
"Administrator" means the Corporation. The duties of the
administrator shall be performed by a
person or persons designated by the Chief
Executive Officer of the Corporation to
perform such duties.
2.2
"Affiliated Company" means the Corporation and any company or
corporation directly or indirectly
controlled by the Corporation which the
Compensation Committee designates for
participation in this Program in
accordance with Section 15.2.
2.3 "Award"
means, for any year, the amount awarded to an employee
of an Affiliated Company for that year and,
in the absence of a Deferral
Agreement with respect to such amount,
payable to him in the succeeding year
under the MICP, including any special
incentive award.
2.4 "Benefits
Trust Committee" means the committee created
pursuant to the CSX Corporation and
Affiliated Companies Benefits Assurance
Trust Agreement.
2.5 "Board"
means the Board of Directors of the Corporation.
2.6 "Change of
Control" shall mean any of the following:
(a) Stock
Acquisition. The acquisition, by any
individual, entity or group [within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")] (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Corporation (the
"Outstanding Corporation Common Stock"), or (ii) the combined
voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of
directors (the "Outstanding Corporation Voting Securities");
provided, however, that for purposes of this subsection (a),
the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Corporation;
(ii) any acquisition by the Corporation; (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by
the Corporation; or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section 2.6; or
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(b) Board
Composition. Individuals who, as of
the date hereof, constitute the Board of Directors (the
"Incumbent Board") cease for any reason to constitute at least
a majority of the Board of Directors; provided, however, that
any individual becoming a director subsequent to the date
hereof whose election or nomination for election by the
Corporation's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board of
Directors; or
(c) Business
Combination. Approval by the
shareholders of the Corporation of a reorganization, merger,
consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation or its
principal subsidiary that is not subject, as a matter of law
or contract, to approval by the Interstate Commerce Commission
or any successor agency or regulatory body having jurisdiction
over such transactions (the "Agency") (a "Business
Combination"), in each case, unless, following such Business
Combination:
(i) all or
substantially all of the
individuals and entities who were the
beneficial owners, respectively, of the
Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities
immediately prior to such Business
Combination beneficially own, directly or
indirectly, more than 50% of, respectively,
the then outstanding shares of common stock
and the combined voting power of the then
outstanding voting securities entitled to
vote generally in the election of directors,
as the case may be, of the corporation
resulting from such Business Combination
(including, without limitation, a
corporation which as a result of such
transaction owns the Corporation or its
principal subsidiary or all or substantially
all of the assets of the Corporation or its
principal subsidiary either directly or
through one or more subsidiaries) in
substantially the same proportions as their
ownership, immediately prior to such
Business Combination of the Outstanding
Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case
may be;
(ii)
no Person (excluding any
corporation resulting from such Business
Combination or any employee benefit plan (or
related trust) of the Corporation or such
corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively,
the then outstanding shares of common stock
of the corporation resulting from such
Business Combination or the combined voting
power of the then outstanding voting
securities of such corporation except to the
extent that such ownership existed prior to
the Business Combination; and
(iii) at
least a majority of the members
of the board of directors resulting from
such Business Combination were members of
the
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Incumbent Board at the time of the execution
of the initial agreement, or of the action
of the Board of Directors, providing for
such Business Combination; or
(d) Regulated
Business Combination. Approval by
the shareholders of the Corporation of a Business Combination
that is subject, as a matter of law or contract, to approval
by the Agency (a "Regulated Business Combination") unless such
Business Combination complies with clauses (i), (ii) and (iii)
of subsection (c) of this Section XI(5); or
(e)
Liquidation or Dissolution. Approval by the
shareholders of the Corporation of a complete liquidation or
dissolution of the Corporation or its principal subsidiary.
2.7
"Compensation Committee" means the Compensation Committee of
the Board.
2.8
"Corporation" means CSX Corporation, a Virginia corporation,
and any successor thereto by merger,
purchase or otherwise.
2.9
"Corporation's Accountant's" means the independent accountant
or accountants engaged by the Corporation
and, if selected or changed following
a Change of Control, approved by the
Benefits Trust Committee.
2.10
"Deferral Agreement" means a completed agreement, including
any attachments and appendices thereto, in
the form determined by the
Administrator, between an Eligible
Executive and the Affiliated Company of which
he is an employee, under which the Eligible
Executive agrees to defer all or a
portion of his Award in accordance with the
provisions of Section 3.
2.11
"Deferral Date" means with respect to any Deferral Agreement
entered into by an Eligible Executive, the
first day of the month in which the
Award subject to the Deferral Agreement
would be payable to the Eligible
Executive in the absence of such Deferral
Agreement.
2.12
"Divisive Transaction" means a transaction in which the
Participant's employer ceases to be a
Subsidiary or there is a sale of
substantially all of the assets of the
Subsidiary.
2.13
"Eligible Executive" means, for any year, an employee of an
Affiliated Company who is in salary grades
22 through 40 as of (a) December 30th
of such year or (b) for calendar years
beginning on or after January 1, 1986,
the date in such year he retired from the
Affiliated Companies or terminated on
account of disability, as determined by the
Administrator, provided, however,
that the Administrator, in its sole
discretion, may designate any other employee
of an Affiliated Company as an Eligible
Executive for such year. Notwithstanding
the preceding, following a Change of
Control, such action by the Administrator
is subject to the approval of the Benefits
Trust Committee.
2.14
"Equivalent" means of equal present or accumulated value based
on the interest rates set forth in the
applicable Deferral Agreements. In
determining Equivalent values, only the
value of benefits for which the
eligibility requirements have been met
shall be included.
2.15
"MICP" means the Affiliated Companies' Management Incentive
Compensation Plans, as from time to time in
effect.
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2.16
"Normal Retirement Date" means the later of:
(a) the last
day of the month in which a
Participant's 62nd birthday occurs, or
(b) the
earlier of (i) the last day of the month
preceding the 2nd anniversary of the Participant's earliest
Deferral Date or (ii) the last day of the month in which a
Participant's 65th birthday occurs.
2.17
"Participant" means an Eligible Executive who elects to defer
a portion of his Award in accordance with
the provisions of Section 3.
2.18
"Program" means this Deferred Compensation Program for
Executives of CSX Corporation and
Affiliated Companies.
2.19
"Service" means an employee's months of continuous employment
with the Affiliated Companies. In the event
the employee has a break in his
continuous employment, his period of
employment prior to the break shall be
credited to the employee in accordance with
the rules governing breaks in
service under the CSX Pension Plan.
2.20
"Subsidiary" means a corporation more than 50% of the voting
shares of which are owned directly or
indirectly by the Corporation.
2.21
"Trust" means the CSX Corporation and Affiliated Companies
Benefits Assurance Trust. Except as
provided in Section 18, the Corporation is
not obligated to make any contribution to
the Trust.
2.22
"Valuation Date" means the last day of each calendar quarter
and such other dates as the Administrator
deems necessary or appropriate to
value the Participants' benefits under this
Program. Following a Change of
Control, the Benefits Trust Committee shall
have final approval over any date
selected other than the last day of each
calendar year.
3.
Deferral of Awards
3.1 At any
time prior to the close of business on December 30 in
any calendar year, an Eligible Executive
may elect to defer all or a portion of
his Award, if any, for that year. Such
election shall be made by filing a
Deferral Agreement with the Administrator
on or before the close of business on
December 30 of the calendar year for which
the Award is made. In the event that
December 30 does not fall on a weekday,
such filing must be made by the close of
business on the last prior business
day.
3.2 Subject to
the provisions of Sections 3.3 and 3.4:
(a) an
Eligible Executive in 1985 may elect to
defer up to 100% of his 1985 Award;
(b) an
Eligible Executive in 1986 may elect to
defer up to 100% of his 1986 Award;
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(c) an
Eligible Executive in 1988 may elect to
defer up to 100% of his 1988 Award; and
(d) an
Eligible Executive in 1989 may elect to
defer up to 100% of his 1989 Award.
3.3 The
minimum amount which an Eligible Executive may defer in
any year shall be the lesser of $5,000 or
the maximum amount determined under
Section 3.2. If an Eligible Executive
elects to defer less than this amount, his
election shall not be effective.
3.4 In its
sole discretion, the Compensation Committee may, at any
time, impose additional limits on the
maximum amount which an Eligible Executive
may elect to defer under this Program in
any year or may impose additional
requirements on the Eligible Executive's
right to defer the maximum amount under
this Program in any year.
3.5 An
Eligible Executive's election to defer all or a portion of
his Award shall be effective on the last
day such deferral may be elected, under
Section 3.1, for the year for which the
Award is made. An Eligible Executive may
revoke or change his election to defer all
or a portion of his Award at any time
prior to the date the election becomes
effective. Any such revocation or change
shall be made in a form and manner
determined by the Administrator.
3.6
Notwithstanding the preceding, following a Change of Control,
any discretionary decisions made by the
Compensation Committee or the
Administrator with respect to this Section
3 shall be subject to the approval of
the Benefits Trust Committee.
4.
Normal Retirement Benefit
A Participant who retires from employment with the Affiliated
Companies
on his Normal Retirement Date shall receive
a benefit Equivalent to the sum of
the amounts set forth in the Participant's
Deferral Agreement(s) plus accrued
interest. The benefit shall be paid in 180
equal monthly installments commencing
on the first day of the month next
following the Participant's retirement date,
but in no event prior to the first day of
the month next following the
Participant's last Deferral Date, unless
the Participant elects to receive his
benefit in accordance with Section 9 of
this Program.
5.
Delayed Retirement Benefit
A Participant who retires or otherwise terminates his employment
with
the Affiliated Companies after his Normal
Retirement Date shall receive a
benefit equal to the benefit he would have
received under Section 4 had his
benefit commenced on his Normal Retirement
Date, increased by 5/6 of 1% for each
complete calendar month between his Normal
Retirement Date and the date his
benefit commences. The benefit shall be
paid in 180 equal monthly installments
commencing on the first day of the month
next following the Participant's
termination of employment, but in no event
prior to the first day of the month
next following the Participant's last
Deferral Date, unless the Participant
elects to receive his benefit in accordance
with Section 9 of this Program.
6.
Early Retirement Benefit
A Participant who has attained age 55, has completed 120 months
of
Service and terminates his employment with
the Affiliated Companies prior to his
Normal Retirement Date shall receive a
benefit
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commencing on the first day of the month
following his Normal Retirement Date
but in no event prior to the first day of
the month following the Participant's
last Deferral Date. The Participant's
benefit shall be equal to the benefit the
Participant would have received under
Section 4 had he terminated his employment
on his Normal Retirement Date. However, the
Participant may elect a lump sum
under Section 9 or may elect, in a time and
manner determined by the
Administrator, to have payment of his
benefit commence on the first day of any
month preceding his Normal Retirement Date,
and following the latest of (i) his
termination of employment, (ii) 24 months
after his earliest Deferral Date and
(iii) the first of the month following his
last Deferral Date, in which event
the amount of his benefit shall be reduced
by 5/6 of 1% for each complete
calendar month between the date his benefit
commences and the first day of the
month next following his Normal Retirement
Date. However, in no event shall the
monthly benefit be less than an amount
Equivalent to the Participant's deferrals
with accrued interest. Benefits under this
Section 6 shall be paid in 180 equal
monthly installments, unless the
Participant elects to receive his benefit in
accordance with Section 9 of this
Program.
7.
Separation Benefit
7.1 A
Participant who terminates his employment with the
Affiliated Companies prior to being
eligible for a benefit under Sections 4 or
6, but after having completed 120 months of
Service, shall receive a monthly
benefit commencing on the first day of the
month next following his Normal
Retirement Date; provided, however, that a
Participant shall not be eligible for
a benefit under this Section 7.1 if the
Participant terminates employment
without the consent of the Affiliated
Companies. The benefit shall be equal to
the monthly benefit the Participant would
have received under Section 4 had he
terminated employment on his Normal
Retirement Date. However, the Participant
may elect a lump sum pursuant to Section 9,
or may elect, in a time and manner
determined by the Administrator, to have
monthly benefits commence on the first
day of any month, prior to his Normal
Retirement Date, and following the latest
of (i) his termination of employment with
the Affiliated Companies, (ii) his
55th birthday or (iii) the last day of the
month prior to the 2nd anniversary of
his earliest Deferral Date, in which event
the amount of his benefit shall be
reduced by 5/6 of 1% for each complete
calendar month between the date his
benefit commences and the first day of the
month next following his Normal
Retirement Date. However, in no event shall
the monthly benefit be less than an
amount Equivalent to the Participant's
deferred amounts
