Exhibit 10.11
AMENDMENT TO THE AGREEMENT
dated as of February 9, 1994
between
CSX CORPORATION
and
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THIS AMENDMENT (this "Amendment") is dated as of the
thirteenth day of October, 1996 and is between CSX CORPORATION a Virginia
corporation ("CSX") and ▇▇▇▇ ▇. ▇▇▇▇ (the "Executive").
WHEREAS, CSX and the Executive have entered into an incentive
agreement to award the Executive certain non-qualified employee stock options,
subject to certain vesting restrictions and forfeiture provisions;
WHEREAS, the Board of Directors of CSX on February 14, 1996
determined to amend certain of CSX's existing incentive agreements, including
that the Agreement, to, among other things, achieve uniformity in such
agreements and to clarify that certain excise tax gross-up provisions would
apply to payments under such agreements;
WHEREAS, CSX and Executive have determined to amend the
Agreement as set forth herein. Accordingly, CSX and the Executive agree as
follows:
SECTION 1. Definitions. Capitalized terms used in this
Amendment and not defined herein shall have the meanings assigned to such terms
in the Agreement.
SECTION 2. Amendments of the Agreement. The Agreement is
hereby amended pursuant to and in compliance with the Agreement as follows:
a. The last sentence of Section 4 shall be deleted in its
entirety, and the following substituted therefor:
"The foregoing restrictions shall immediately terminate and be
of no further force or effect in the event of the Executive's
death or his Separation from Employment due to Disability as
described in the Plan."
b. The following new Section 5 shall be added following existing
Section 4, and all subsequent subsections shall be renumbered
accordingly.
"5. Change of Control. In the event and at such time as a
Change of Control (as defined in the Employment Agreement
between Executive and CSX dated as of February 1, 1995)
occurs, (i) the restrictions contained in this Agreement shall
immediately terminate and be of no further force or effect and
(ii) the Executive's right to receive any and all benefits not
yet received pursuant to this Agreement shall be accelerated
to the date of such Change of Control."
SECTION 3. Effectiveness. This Amendment shall become
effective as of the date hereof.
SECTION 4. Integration; Confirmation. On and after the
Amendment Date, each reference in the Agreement to "this Agreement," "herein,"
"hereunder" or words of similar import, and each reference in any other document
delivered in connection with the Agreement shall be deemed to be a reference to
the Agreement as amended by this Amendment, and the Agreement as so amended
shall be read as a single integrated document. Except as specifically amended by
this Amendment, all other terms and provisions of the Agreement shall continue
in full force and effect and unchanged and are hereby confirmed in all respects.
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SECTION 5. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
SECTION 6. Governing Law. This Amendment shall be construed in
accordance with and governed by the law of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
CSX CORPORATION
By:
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▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
Law and Public Affairs
▇▇▇▇ ▇. ▇▇▇▇
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