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Exhibit 99
CSX CORPORATION
2000 STOCK REACQUISITION PLAN
1. Purpose. The purpose of this CSX Corporation 2000 Stock Reacquisition
Plan is to offer a one-time opportunity for participants to terminate their
participation in the CSX Corporation Stock Purchase and Loan Plan through
receipt and exercise of an Award under this Plan.
2. Definitions. As used in the Plan, the following terms have the
meanings indicated:
(a) "Award" means an award that represents the right to participate
in the Plan as described in Section 4.
(b) "Committee" means the Compensation Committee of the Board of
Directors of the Company.
(c) "Company" means CSX Corporation, a Virginia corporation.
(d) "Participant" means any employee who received a Loan under the
SPLP.
(e) "SPLP" means the CSX Stock Purchase and Loan Plan, as amended
through October 6, 1998.
3. Eligibility. All present and former employees who are participants in
the SPLP as of October 30, 2000 shall be eligible under the Plan. Former
participants in the SPLP can be specifically designated by the Company's Chief
Executive Officer to participate.
4. Award Terms. The Committee shall have the power and complete
discretion to determine for each Participant the terms, conditions, nature and
amount of an Award. If a Participant received an Exchange Award under the SPLP
in 1996 or 1997, the terms of the Award shall be substantially as set forth on
Exhibit A. If a Participant received a Purchase Award under the SPLP in 1996 or
1997, the terms of the Award shall be substantially as set forth on Exhibit B.
A Participant may receive multiple Awards. The terms of an Award for a former
participant in the SPLP shall be as determined by the Committee.
5. Effective Date of the Plan. This Plan shall be effective on October
30, 2000.
6. Termination or Modification. If not sooner terminated by the
Committee, this Plan shall terminate at the close of business on February 28,
2001. The Committee may amend or terminate the Plan at any time.
7. Administration of the Plan. The Committee shall administer the Plan.
The Committee shall have the authority to interpret the Plan and its
interpretations shall be binding
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on all parties. The Committee may establish and revise from time to time rules
and regulations for the Plan. The laws of the Commonwealth of Virginia shall
govern the terms of this Plan.
IN WITNESS WHEREOF, the Company has caused this CSX Corporation 2000 Stock
Reacquisition Plan to be executed this 30/th/ day of October, 2000.
CSX CORPORATION
By /s/ ALAN A. RUDNICK
_______________________________
Alan A. Rudnick
Vice-President-General Counsel
and Corporate Secretary
EXHIBIT A
Stock Purchase & Loan Plan
Debt Cancellation and Share Forfeiture Agreement
[Exchange Participants]
This Debt Cancellation and Share Forfeiture Agreement ("Agreement") is made
by and between CSX Corporation, a Virginia corporation ("CSX" or "Company") and
____________ (the "Participant"), dated as of this 13/th/ day of November, 2000
(the "Effective Date").
WHEREAS, the Participant has been awarded an Award under the CSX
Corporation 2000 Stock Reacquisition Plan (the "2000 Plan"); and
WHEREAS, the Participant previously was awarded a right to purchase, and
has purchased shares of CSX Common Stock (the "Shares") pursuant to the CSX
Stock Purchase and Loan Plan (the "SPLP"); and
WHEREAS, the Company has extended credit to the Participant to facilitate
such purchase in the form of a full recourse loan, evidenced by a Down Payment
Note and a non-recourse loan evidenced by a Purchase Note (the "Notes"); and
WHEREAS, the Participant and the Company wish to terminate the
Participant's participation in the SPLP, including forfeiture of the Shares, and
to cancel the Notes, in consideration of the Company's grant to the Participant
of shares of CSX Common Stock;
THEREFORE, in consideration of the mutual promises and covenants herein,
the Participant and the Company hereby agree:
1. Purchase Note and Down Payment Note
The Purchase Note and the Down Payment Note executed by the Participant
pursuant to the SPLP on August 1, 1996, in the amounts of $ ___________ and
$ ________________, respectively, are hereby cancelled as of the Effective
Date, and all principal and interest payable by the Participant to the Company
pursuant thereto are hereby forgiven.
2. Stock Purchase Pledge and Loan Agreement
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The Stock Purchase Pledge and Loan Agreement made pursuant to the SPLP on
August 1, 1996, between the Company and the Participant (the "Purchase
Agreement") is hereby terminated and revoked as of the Effective Date, and the
Company's security interests and the Participant's rights and interests in the
Shares are hereby terminated.
3. Subscription Sale and Exchange Agreement
The Subscription Sale and Exchange Agreement Pursuant to the SPLP, made on
August 1, 1996, between the Company and the Participant (the "Subscription
Agreement") is hereby terminated and revoked as of the Effective Date, and all
of the Shares which were purchased by the Participant pursuant to the SPLP and
the Subscription Agreement are hereby surrendered and forfeited to the Company.
4. Waiver of Benefits
a. The Participant hereby waives any benefits which have accrued or
which would otherwise accrue in the future to his benefit under the SPLP,
the Purchase Agreement, the Subscription Agreement, or any other agreement
made between the Participant and the Company pursuant to the SPLP.
b. Participant for himself and his heirs, executors, assigns,
agents, servants, employees and representatives, hereby releases and
forever discharges the Company, its affiliates, predecessors, parents,
agents and servants and present and former officers, directors,
shareholders, employees and representatives of and from all claims, debts,
demands, rights and causes of action whatsoever, in contract or tort,
whether known or unknown, foreseen or unforeseen, arising from or in
connection with the SPLP and related agreements, including, without
limitation, the communications or disclosure surrounding the SPLP, the
termination of Participant's interest in the SPLP and any future
termination of the SPLP, including waiver of right to sue.
5. Dividend Equivalent Payments
The Participant hereby agrees that all so-called "Dividend Equivalent
Payments" or any other periodic payments in the nature of compensation that are
measured by his interest in the SPLP shall terminate immediately, and that no
such payments shall be made after the Effective Date.
6. Special Award Agreement; CSX Market Value Cash Plan
Nothing in this Agreement shall be construed to modify the Participant's
benefits in the CSX Market Value Cash Plan (the "Cash Plan") as set forth in the
Cash Plan and the Special Award Agreement between the Company and the
Participant dated as of December 28, 1998. Notwithstanding the foregoing, the
Participant hereby waives any and all present and future benefits in the SPLP
that may accrue under the Special Award Agreement.
7. Stock Award
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a. The Company hereby grants the Participant a number of shares of CSX
Common Stock (the "New Shares") based on the stock price on November 13, 2000 as
calculated under the methodology on Attachment A to this Agreement. The shares
shall be granted pursuant to the CSX Omnibus Incentive Plan (the "COIP") or the
2000 Plan.
b. The Company shall deliver the New Shares, net of applicable payroll
and withholding taxes to the Participant as soon as practicable after the
Effective Date but not later than January 31, 2001. If, pursuant to procedures
established by the Company for compliance with applicable tax laws, the Company
believes that delivery of the New Shares would cause any portion of the
Participant's remuneration to be nondeductible under Section 162(m) of the IRC,
the Compensation Committee of the Board of Directors (the "Committee") may
require that an amount equal to the value of the New Shares be credited to the
Participant's account in the CSX Executives' Stock Trust pursuant to the COIP or
other such deferral plan or arrangement until termination of employment or such
other time as the Committee may deem appropriate.
8. Gross Up for Taxes
A portion of the New Shares awarded to the Participant represents
compensation for the settlement of the obligations pursuant to the Down Payment
Note with Shares that are at a value below the Purchase Price. The Company
shall gross up a portion of the Participant's taxable compensation attributable
to this hypothetical loss using the following formula (using $47.50 as the
Purchase Price in this example):
a. The principal amount of the Down Payment Note divided by $47.50, multiplied
by
b. The difference between $47.50 and the average of the high and low price of
a share of CSX Common stock on the New York Stock Exchange (or the average
of the bid and asked prices if there were no sales), for the Effective date
of this Agreement, as reported in The Wall Street Journal, divided by
c. One (1) minus the sum of the deemed effective federal tax rate of 40% plus
the current statutory withholding rate of the state of the Participant's
state of residence, minus
d. The product of a. multiplied by b., above.
The foregoing formula may be expressed algebraically as follows:
Gross-up = [(a x b) / c] - d
Such gross-up amount shall be included in the Participant's gross income,
shall be subject to all applicable payroll and withholding taxes, and shall be
credited to the Participant's appropriate payroll and withholding tax accounts
with the applicable government agency.
9. Miscellaneous
a. Notices. All notices, requests and other communications to any party
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hereunder shall be in writing and shall be given to such party at its address
set forth on the signature page hereof or to such other address as such party
may hereafter specify for the purpose by notice to the other. Each such notice,
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request or other communication shall be effective (i) two business days after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (ii) if given by any other means, when delivered at
the address specified in this Paragraph. Rejection or refusal to accept, or the
inability to deliver because of a changed address of which no notice was given
shall not affect the validity of notice given in accordance with this Paragraph.
b. Successors and Assigns. This Agreement is for the benefit of the
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Company and its successors and assigns. This Agreement and the rights and
obligations hereunder may not be assigned by the Participant.
c. Amendments and Waivers. Any provision of this Agreement may be amended
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or waived if, but only if, such amendment or waiver is in writing and is signed
by the Participant and the Company.
d. Delivery and Virginia Law. This Agreement has been delivered in
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Virginia and shall be governed by and construed in accordance with the laws of
the Commonwealth of Virginia.
e. Unsecured Creditor; Non-Alienation. The rights of a Participant under
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this Agreement shall be solely those of an unsecured creditor of the Company and
the Company's promise to pay benefits under this Agreement shall be an unfunded
promise. A Participant's right to benefits under this Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by the Participant's creditors.
f. No Contract for Employment. The existence of this Agreement does not
constitute a contract for continued employment between the Participant and the
Company or its Subsidiaries.
The Participant and the Company have caused this Agreement to be executed
as of the day and year first above written.
CSX CORPORATION
By: ________________________________________
Alan A. Rudnick
Vice President-General Counsel and
Corporate Secretary
One James Center
901 East Cary Street
Richmond, Virginia 23219
_____________________________________________
Participant
Name: ___________________________________
Address: ___________________________________
___________________________________
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SSN: ___________________________________
EXHIBIT B
Stock Purchase & Loan Plan
Debt Cancellation and Share Forfeiture Agreement
[New Participants]
This Debt Cancellation and Share Forfeiture Agreement ("Agreement") is made
by and between CSX Corporation, a Virginia corporation ("CSX" or "Company") and
______________ (the "Participant"), dated as of this 13/th/ day of November,
2000 (the "Effective Date").
WHEREAS, the Participant has been awarded an Award under the CSX
Corporation 2000 Stock Reacquisition Plan (the "2000 Plan"); and
WHEREAS, the Participant previously was awarded a right to purchase, and
has purchased shares of CSX Common Stock (the "Shares") pursuant to the CSX
Stock Purchase and Loan Plan (the "SPLP"); and
WHEREAS, the Company has extended credit to the Participant to facilitate
such purchase in the form of a full recourse loan, evidenced by a Down Payment
Note and a non-recourse loan evidenced by a Purchase Note (the "Notes"); and
WHEREAS, the Participant and the Company wish to terminate the
Participant's participation in the SPLP, including forfeiture of the Shares, and
to cancel the Notes;
THEREFORE, in consideration of the mutual promises and covenants herein,
the Participant and the Company hereby agree:
1. Purchase Note and Down Payment Note
The Purchase Note and the Down Payment Note executed by the Participant
pursuant to the SPLP on August 1, 1996, in the amount of $_______________ and
$______________, respectively, are hereby cancelled as of the Effective Date,
and all principal and interest payable by the Participant to the Company
pursuant thereto are hereby forgiven.
4. Stock Purchase Pledge and Loan Agreement
The Stock Purchase Pledge and Loan Agreement made pursuant to the SPLP on
August 1, 1996, between the Company and the Participant (the "Purchase
Agreement") is hereby terminated and revoked as of the Effective Date, and the
Company's security interests and the Participant's rights and interests in the
Shares are hereby terminated.
5. Subscription and Sale Agreement
The Subscription and Sale Agreement Pursuant to the SPLP, made on August 1,
1996, between the Company and the Participant (the "Subscription Agreement") is
hereby terminated and revoked as of
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the Effective Date, and all of the Shares which were purchased by the
Participant pursuant to the SPLP and the Subscription Agreement are hereby
surrendered and forfeited to the Company.
4. Waiver of Benefits
c. The Participant hereby waives any benefits which have accrued or
which would otherwise accrue in the future to his benefit under the SPLP,
the Purchase Agreement, the Subscription Agreement, or any other agreement
made between the Participant and the Company pursuant to the SPLP.
d. Participant for himself and his heirs, executors, assigns,
agents, servants, employees and representatives, hereby releases and
forever discharges the Company, its affiliates, predecessors, parents,
agents and servants and present and former officers, directors,
shareholders, employees and representatives of and from all claims, debts,
demands, rights and causes of action whatsoever, in contract or tort,
whether known or unknown, foreseen or unforeseen, arising from or in
connection with the SPLP and related agreements, including, without
limitation, the communications or disclosure surrounding the SPLP, the
termination of Participant's interest in the SPLP and any future
termination of the SPLP, including waiver of right to sue.
5. Special Award Agreement; CSX Market Value Cash Plan
Nothing in this Agreement shall be construed to modify the Participant's
benefits in the CSX Market Value Cash Plan (the "Cash Plan") as set forth in the
Cash Plan and the Special Award Agreement between the Company and the
Participant dated as of December 28, 1998. Notwithstanding the foregoing, the
Participant hereby waives any and all present and future benefits in the SPLP
that may accrue under the Special Award Agreement.
6. Gross Up for Taxes
The forgiveness of the Down Payment Note represents taxable compensation to
the extent the amount forgiven exceeds the Participant's tax basis in the SPLP.
The Company shall gross up this taxable compensation using the following
formula:
e. The principal amount of the Down Payment Note forgiven, minus
f. The Participant's tax basis in the SPLP, as calculated by the Company,
divided by
g. One (1) minus the sum of the deemed effective federal tax rate of 40% plus
the current statutory withholding rate of the state of the Participant's
state of residence, minus
h. a. minus b., above.
The foregoing formula may be expressed algebraically as follows:
Gross-up = [(a - b) / c] - d
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Such gross-up amount shall be included in the Participant's gross income,
shall be subject to all applicable payroll and withholding taxes, and shall be
credited to the Participant's appropriate payroll and withholding tax accounts
with the applicable government agency.
7. Miscellaneous
a. Notices. All notices, requests and other communications to any party
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hereunder shall be in writing and shall be given to such party at its address
set forth on the signature page hereof or to such other address as such party
may hereafter specify for the purpose by notice to the other. Each such notice,
request or other communication shall be effective (i) two business days after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (ii) if given by any other means, when delivered at
the address specified in this Paragraph. Rejection or refusal to accept, or the
inability to deliver because of a changed address of which no notice was given
shall not affect the validity of notice given in accordance with this Paragraph.
b. Successors and Assigns. This Agreement is for the benefit of the
----------------------
Company and its successors and assigns. This Agreement and the rights and
obligations hereunder may not be assigned by the Participant.
c. Amendments and Waivers. Any provision of this Agreement may be amended
----------------------
or waived if, but only if, such amendment or waiver is in writing and is signed
by the Participant and the Company.
d. Delivery and Virginia Law. This Agreement has been delivered in
-------------------------
Virginia and shall be governed by and construed in accordance with the laws of
the Commonwealth of Virginia.
e. Unsecured Creditor; Non-Alienation. The rights of a Participant under
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this Agreement shall be solely those of an unsecured creditor of the Company and
the Company's promise to pay benefits under this Agreement shall be an unfunded
promise. A Participant's right to benefits under this Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by the Participant's creditors.
f. No Contract for Employment. The existence of this Agreement does not
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constitute a contract for continued employment between the Participant and the
Company or its Subsidiaries.
The Participant and the Company have caused this Agreement to be executed
as of the day and year first above written.
CSX CORPORATION
___________________________________
By: Alan A. Rudnick
Vice President-General Counsel and
Corporate Secretary
One James Center
901 East Cary Street
Richmond, Virginia 23219
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___________________________________
Participant
Name: _________________________
Address: _________________________
_________________________
_________________________
SSN: _________________________
