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Title: |
Retirement and Consulting Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
33KB total |
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Price: |
$40 |
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ID: |
#250726 |
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RETIREMENT AND CONSULTING AGREEMENT
Paul R. Goodwin
THIS RETIREMENT AND CONSULTING AGREEMENT (the Agreement) dated as of April 1, 2003, is between CSX Corporation, a Virginia corporation (CSX), and Paul R. Goodwin (the Executive). The parties hereto agree as follows:
| 1. | Consulting and Term. Subject to the terms and conditions hereof, CSX and the Executive hereby agree that effective as of May 7, 2003, Executive shall be employed as Vice Chairman of CSX. The Executive shall remain in such position for approximately thirty (30) to sixty (60) days following the employment of a chief financial officer of CSX, in the discretion of the President of CSX, at which time the Executive shall retire. Upon the Executives retirement from CSX, the Executive will become a Consultant of CSX for one (1) year (the Term) upon the terms and conditions set forth in this Agreement, unless earlier terminated as provided in Section 6 herein. |
| 2. | Duties. During the Term, Executive will report to CSXs President and will work on BridgePoint, Savannah Harbor, Horizon, and other activities as requested by the President of CSX. The Executive shall be required to render written reports to CSX with respect to the foregoing services if requested in writing by CSX. Notwithstanding any other provision hereto, Executive shall be permitted to accept other consulting work provided that such responsibilities do not conflict with his responsibilities and covenants under this Agreement or violate the standard of conduct set forth in Section 3 below. |
| 3. | Standard of Conduct. Executive hereby agrees that during the Term, he will continue to adhere to the standards of conduct set forth in the CSX Code of Ethics, a copy of which is attached hereto as Exhibit C. The Code of Ethics may be amended from time to time, and such amendments will be posted on the CSX website. Accordingly, Executive agrees that he will be deemed to be aware of any such amendment. |
| 4. | Compensation. For his services hereunder, CSX shall pay the following compensation to Executive: |
| (a) | Base Salary. For his services under this Agreement, Executive will be paid at the rate of his annual base salary in effect on May 7, 2003, payable in substantially equal monthly installments, in arrears. |
| (b) | Bonus. The Executive shall be eligible for a pro rata portion of his annual bonus under the Management Incentive Compensation Plan (the MICP) for fiscal year 2003, at the same level as in effect on May 7, 2003, payable at the same time as other similarly situated executives. The amount of the bonus shall be calculated by multiplying the full annual bonus for the fiscal year 2003 by a fraction, where the numerator is the number of months in the fiscal year prior to and including the month of retirement from CSX and the denominator is 12. |
| (c) | Incentive Compensation Programs. The Executive shall be eligible for 2003 stock options to be granted at the same time as other similarly situated executives, in an amount consistent with past practice. |
| (d) | Other Benefits. During the Term, the Executive shall be eligible to participate in the early retiree medical plan portion of the CSX Corporation Comprehensive Medical Plan (the Medical Plan), provided that in the event that participant is affected by applicable premium caps for early retiree medical coverage with respect to the Executive and his covered dependents under the Medical Plan, the Executive will be held harmless for such amount. The Executive shall be eligible for discounts at the Greenbrier in accordance with similarly situated executives. |
During the Term, the Executive shall not be eligible
| (i) | to accrue service credit under the CSX Pension Plan; or |
| (ii) | to participate in the Tax Savings Thrift Plan (generally referred to as CSXtra). |
Notwithstanding the foregoing, if any benefit plan is amended or terminated, the Executive shall receive benefits solely pursuant to the terms of such benefit plans as amended or terminated.
| 5. | Expenses. Executive will be entitled to reimbursement for ordinary and reasonable business expenses within a reasonable period of time after presentation by him of itemized accounts and receipts of such expenditures satisfactory to CSXs audit firm and subject to the approval of CSXs Executive Vice President, Corporate Services. |
| 6. | Termination of Term. |
| (a) | The Term shall terminate prior to its expiration upon the occurrence of any of the following events: |
| (i) | Executives resignation; |
| (ii) | Executives death or legal incapacity; |
| (iii) | The determination by CSX that Executive is unable to perform services under this Agreement for a period of at least sixty (60) consecutive days due to his physical or mental incapacity; |
| (iv) | The determination by CSX that Executive has breached any provision of this Agreement or that Executive is in violation of any other duty or obligation to CSX, in which case such termination will be deemed for cause. |
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| (b) | In the event that CSX terminates the Term before its expiration for a reason other than cause, Executive will receive base salary through the end of the Term, and any MICP Bonus payable pursuant to the terms of the MICP. |
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