SEC Info - Norfolk Southern Corp - ‘10-K’ for 12/31/16

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Norfolk Southern Corp – ‘10-K’ for 12/31/16 – ‘EX-10.KKK’

On: Monday, 2/6/17, at 12:30pm ET · For: 12/31/16 · Accession #: 702165-17-18 · File #: 1-08339

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/06/17  Norfolk Southern Corp             10-K       12/31/16  110:14M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.19M 
 2: EX-10.CC    Material Contract                                   HTML    136K 
 3: EX-10.GGG   Material Contract                                   HTML     39K 
 4: EX-10.HH    Material Contract                                   HTML    339K 
 5: EX-10.HHH   Material Contract                                   HTML     44K 
 6: EX-10.III   Material Contract                                   HTML     42K 
 7: EX-10.JJJ   Material Contract                                   HTML     45K 
 8: EX-10.KKK   Material Contract                                   HTML     44K 
 9: EX-10.PPP   Material Contract                                   HTML     44K 
11: EX-21       Subsidiaries List                                   HTML     54K 
12: EX-23       Consent of Experts or Counsel                       HTML     30K 
16: EX-99       Miscellaneous Exhibit                               HTML     33K 
10: EX-12       Statement re: Computation of Ratios                 HTML     51K 
13: EX-31.A     Certification -- §302 - SOA'02                      HTML     36K 
14: EX-31.B     Certification -- §302 - SOA'02                      HTML     36K 
15: EX-32       Certification -- §906 - SOA'02                      HTML     32K 
23: R1          Document And Entity Information                     HTML     56K 
24: R2          Consolidated Statements Of Income                   HTML     70K 
25: R3          Consolidated Statements of Comprehensive Income     HTML     57K 
26: R4          Consolidated Balance Sheets                         HTML     97K 
27: R5          Consolidated Balance Sheets (Parenthetical)         HTML     38K 
28: R6          Consolidated Statements Of Cash Flows               HTML    103K 
29: R7          Consolidated Statements Of Changes In               HTML     64K 
                Stockholders' Equity                                             
30: R8          Consolidated Statements Of Changes In               HTML     34K 
                Stockholders' Equity (Parenthetical)                             
31: R9          Summary Of Significant Accounting Policies          HTML     59K 
32: R10         Other Income - Net                                  HTML     61K 
33: R11         Income Taxes                                        HTML    131K 
34: R12         Fair Value                                          HTML     70K 
35: R13         Investments                                         HTML     61K 
36: R14         Properties                                          HTML    149K 
37: R15         Current Liabilities                                 HTML     51K 
38: R16         Debt                                                HTML     65K 
39: R17         Lease Commitments                                   HTML     53K 
40: R18         Other Liabilities                                   HTML     43K 
41: R19         Pensions And Other Postretirement Benefits          HTML    281K 
42: R20         Stock-Based Compensation                            HTML    144K 
43: R21         Stockholders' Equity                                HTML    138K 
44: R22         Stock Repurchase Program                            HTML     32K 
45: R23         Earnings Per Share                                  HTML     94K 
46: R24         Commitments And Contingencies                       HTML     53K 
47: R25         Quarterly Financial Data                            HTML     69K 
48: R26         Schedule II - Valuation And Qualifying Accounts     HTML    117K 
49: R27         Summary Of Significant Accounting Policies          HTML     85K 
                (Policy)                                                         
50: R28         Other Income - Net (Tables)                         HTML     60K 
51: R29         Income Taxes (Tables)                               HTML    134K 
52: R30         Fair Value (Tables)                                 HTML     74K 
53: R31         Investments (Tables)                                HTML     48K 
54: R32         Properties (Tables)                                 HTML    145K 
55: R33         Current Liabilities (Tables)                        HTML     51K 
56: R34         Debt (Tables)                                       HTML     58K 
57: R35         Lease Commitments (Tables)                          HTML     52K 
58: R36         Other Liabilities (Tables)                          HTML     43K 
59: R37         Pensions And Other Postretirement Benefits          HTML    274K 
                (Tables)                                                         
60: R38         Stock-Based Compensation (Tables)                   HTML    138K 
61: R39         Stockholders' Equity (Tables)                       HTML    132K 
62: R40         Earnings Per Share (Tables)                         HTML     96K 
63: R41         Quarterly Financial Data (Tables)                   HTML     68K 
64: R42         Summary Of Significant Accounting Policies          HTML     62K 
                (Details)                                                        
65: R43         Summary Of Significant Accounting Policies New      HTML     42K 
                Accounting Pronouncements (Details)                              
66: R44         Other Income - Net (Details)                        HTML     54K 
67: R45         Income Taxes (Provisions For Income Taxes)          HTML     53K 
                (Details)                                                        
68: R46         Income Taxes (Reconciliation Of Statutory Rate To   HTML     66K 
                Effective Rate) (Details)                                        
69: R47         Income Taxes (Schedule Of Deferred Tax Assets And   HTML     58K 
                Liabilities) (Details)                                           
70: R48         Income Taxes (Reconciliation Of Unrecognized Tax    HTML     41K 
                Benefits) (Details)                                              
71: R49         Income Taxes (Narrative) (Details)                  HTML     32K 
72: R50         Fair Value (Details)                                HTML     39K 
73: R51         Fair Value (Schedule of Fair Value of Long-term     HTML     39K 
                Assets and Liabilities) (Details)                                
74: R52         Investments (Details)                               HTML     49K 
75: R53         Investments (Narrative) (Details)                   HTML     78K 
76: R54         Properties (Details)                                HTML     91K 
77: R55         Properties Properties (Narrative) (Details)         HTML     37K 
78: R56         Current Liabilities (Details)                       HTML     59K 
79: R57         Debt (Debt With Interest Rates And Maturities)      HTML     79K 
                (Details)                                                        
80: R58         Debt (Narrative) (Details)                          HTML     66K 
81: R59         Lease Commitments (Details)                         HTML     58K 
82: R60         Other Liabilities (Details)                         HTML     50K 
83: R61         Pensions And Other Postretirement Benefits          HTML     99K 
                (Pension And Other Postretirement Benefit                        
                Obligations And Plan Assets) (Details)                           
84: R62         Pensions And Other Postretirement Benefits          HTML     55K 
                (Pension And Other Postretirement Benefit Cost                   
                Components) (Details)                                            
85: R63         Pensions And Other Postretirement Benefits (Other   HTML     50K 
                Changes In Plan Assets And Benefit Obligations                   
                Recognized In Other Comprehensive Loss) (Details)                
86: R64         Pensions And Other Postretirement Benefits          HTML     58K 
                (Pension And Other Postretirement Benefit                        
                Assumptions) (Details)                                           
87: R65         Pensions And Other Postretirement Benefits (Health  HTML     38K 
                Care Cost Trend Assumptions) (Details)                           
88: R66         Pensions And Other Postretirement Benefits          HTML     45K 
                (Pension Plan Weighted-Average Asset Allocations,                
                By Asset Category) (Details)                                     
89: R67         Pensions And Other Postretirement Benefits (Fair    HTML     64K 
                Value Of Plan Assets) (Details)                                  
90: R68         Pensions And Other Postretirement Benefits          HTML     48K 
                (Estimated Future Benefit Payments) (Details)                    
91: R69         Pensions And Other Postretirement Benefits          HTML     98K 
                (Narrative) (Details)                                            
92: R70         Stock-Based Compensation (Narrative) (Details)      HTML    110K 
93: R71         Stock-Based Compensation (Schedule Of Assumptions   HTML     50K 
                Used For LTIP And TSOP Grants) (Details)                         
94: R72         Stock-Based Compensation (Schedule Of Stock Option  HTML     61K 
                Activity) (Details)                                              
95: R73         Stock-Based Compensation (Summary Of Stock Options  HTML     40K 
                Exercised) (Details)                                             
96: R74         Stock-Based Compensation (Summary Of Stock Awards   HTML     69K 
                Outstanding) (Details)                                           
97: R75         Stock-Based Compensation (Schedule Of Stock         HTML     38K 
                Available For Future Grants) (Details)                           
98: R76         Stock-Based Compensation Stock-Based Compensation   HTML     42K 
                (LTIP and TSOP Grants) (Details)                                 
99: R77         Stockholders' Equity Stockholder's Equity           HTML     34K 
                Narrative (Details)                                              
100: R78         Accumulated Other Comprehensive Loss (Details)      HTML     53K  
101: R79         Stockholders' Equity Other Comprehensive Income     HTML     69K  
                (Loss) Of Equity Investees (Details)                             
102: R80         Stock Repurchase Program (Details)                  HTML     44K  
103: R81         Earnings Per Share (Details)                        HTML     63K  
104: R82         Earnings Per Share Antidilutive Securities          HTML     36K  
                Excluded from Computation of EPS (Details)                       
105: R83         Commitments And Contingencies (Details)             HTML     59K  
106: R84         Quarterly Financial Data (Details)                  HTML     48K  
107: R85         Schedule II - Valuation And Qualifying Accounts     HTML     50K  
                (Details)                                                        
109: XML         IDEA XML File -- Filing Summary                      XML    187K  
108: EXCEL       IDEA Workbook of Financial Reports                  XLSX    112K  
17: EX-101.INS  XBRL Instance -- nsc-20161231                        XML   3.86M 
19: EX-101.CAL  XBRL Calculations -- nsc-20161231_cal                XML    256K 
20: EX-101.DEF  XBRL Definitions -- nsc-20161231_def                 XML    781K 
21: EX-101.LAB  XBRL Labels -- nsc-20161231_lab                      XML   1.93M 
22: EX-101.PRE  XBRL Presentations -- nsc-20161231_pre               XML   1.24M 
18: EX-101.SCH  XBRL Schema -- nsc-20161231                          XSD    200K 
110: ZIP         XBRL Zipped Folder -- 0000702165-17-000018-xbrl      Zip    296K

‘EX-10.KKK’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10kkk

Non-Compete Agreement Associated

With Award Agreement Under The

Norfolk Southern Corporation Long-Term Incentive Plan

THIS AGREEMENT (the “Agreement”) is executed by and between <Employee Name> (“Employee”) and Norfolk Southern Corporation (“NS” or “Corporation”). Employee has received this Agreement in conjunction with an award agreement under the Norfolk Southern Corporation Long-Term Incentive Plan (“LTIP” or “Plan”). The term NS or Corporation includes NS’ subsidiaries and affiliated companies including, but not limited to, Norfolk Southern Railway Company and its rail subsidiaries.

WHEREAS, Employee is a participant in the LTIP and is eligible to receive an award under such Plan, subject to certain terms and conditions of that Plan; and

WHEREAS, execution of this Agreement is a condition precedent to Employee’s receipt of an award under the LTIP; and

WHEREAS, Employee is willing to enter into this Agreement and deliver same to NS to satisfy that condition in order to receive an award under the LTIP.

NOW THEREFORE the parties hereto do hereby covenant and agree as follows:

1.NS agrees that, upon Employee executing this Agreement, Employee will be provided an award under the LTIP on the terms and conditions set forth in an Award Agreement and will continue to receive confidential NS business and operational information as required by the duties of his or her position.

2.Employee agrees that the LTIP award is consideration for entering into this Agreement and that in consideration of the award Employee will abide by the covenants and obligations contained in this Agreement.

3.From the last date of his or her employment with the Corporation and for a period of one (1) year thereafter, and irrespective of the reason for such separation, whether voluntary or involuntary, Employee will not, on his or her own behalf or in the service of or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, partner, joint venturer or employee:


(a)	work for or provide services to any “competitor” of the Corporation (i) “in a capacity involving substantially the same or similar work he or she performed for the Corporation” in the two (2) years preceding the last date of his or her employment with the Corporation, or (ii) as a director.


(b)	solicit, recruit, entice or persuade any employee of the Corporation to leave the

employment of the Corporation in order to work for or provide services for any “competitor” of the Corporation, “in a capacity involving substantially the same or similar work the employee performed for the Corporation” in the previous two (2) years.


(c)	solicit, contact, attempt to divert, or appropriate any “customer or account” of the Corporation for the purpose of “providing the same or similar services as provided by the Corporation”.

The term “competitor” is defined as any North American Class I rail carrier (including, without limitation, a holding or other company that controls or operates, or is controlled by or under common control with, any North American Class I rail carrier). The phrase “in a capacity involving substantially the same or similar work he or she performed for the Corporation”, in sub-paragraph (a) above, means being involved in the same work or closely related work to that which Employee performed for the Corporation and, if Employee occupied a position at the vice president level or above for the Corporation, includes, without limitation, any work at the vice president level or above for a competitor. The phrase “in a capacity involving substantially the same or similar work the employee performed for the Corporation”, in sub-paragraph (b) above, means being involved in the same work or closely related work to that which the employee performed for the Corporation and, if the employee occupied a position at the vice president level or above for the Corporation, includes, without limitation, any work at the vice president level or above for a competitor. The phrase “providing the same or similar services as provided by the Corporation”, in sub-paragraph (c) above, means being in the same or closely related line of business as the Corporation for or on behalf of a competitor of the Corporation. A “customer or account” is defined as any individual or entity with whom Employee worked on behalf of the Corporation within two (2) years of his or her last date of employment with the Corporation; provided, however, that any individual or entity that ceased its business relationship with Corporation during this two (2) year period, and did not thereafter resume such relationship, for reasons not related to the Employee, will not be considered a “customer” or “account.”

Nothing contained in this paragraph 3 will operate or be construed to restrict a lawyer in the practice of law in contravention of Rule 5.6 of the Virginia Rules of Professional Conduct or a similar professional conduct rule applicable to a lawyer who is an active member of any other state bar.

4.Employee covenants and agrees that any confidential or proprietary information acquired by him or her during his or her employment with the Corporation (including information of or concerning a customer of the Corporation) is the exclusive property of the Corporation, and Employee acknowledges that he or she has no ownership interest or right of any kind to said property. Except as otherwise required by law, Employee agrees that during his or her employment with the Corporation and after the termination of that employment, and irrespective of the reason for such separation, whether voluntary or involuntary, he or she will not, either directly or indirectly, use, access, disclose, or divulge to any unauthorized party, for his or her own benefit or to the detriment of the Corporation, any confidential or proprietary information of the Corporation which he or she may have acquired or been provided during his or her employment with the Corporation, whether or not developed or compiled by the Employee, and whether or not Employee was authorized to have access to such information. Nothing herein shall affect Employee’s obligations as set forth in the Patent Agreement between Employee and the Corporation.

For the purposes of the above, the term “confidential or proprietary information” includes, without limitation, the identity of or other facts relating to the Corporation, its customers and accounts, its marketing strategies, financial data, trade secrets, other intellectual property or any other information acquired by the Employee as a result of his or her employment with the Corporation such that if such information were disclosed, such disclosure could act to the prejudice of the Corporation. The term “confidential or proprietary information” does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating

any right of the Corporation. The term “unauthorized party” means any firm, entity (including governmental entities), or person (whether outsiders or employees of the Corporation), who is not specifically authorized by the Corporation to receive such confidential or proprietary information.

Employee agrees that if he or she believes that he or she is required by law or otherwise to reveal any confidential or proprietary information of the Corporation, he or she or his or her attorney, except as otherwise prohibited by law, will promptly contact NS’s Law Department prior to disclosing such information in order that the Corporation can take appropriate steps to safeguard the disclosure of such confidential and proprietary information.

Nothing in this paragraph or Agreement should be construed, either expressly or by implication, as limiting the maximum protections which may be available to the Corporation under appropriate state and federal common law or statute concerning the obligations and duties of the Employee to protect the Corporation’s property and/or confidential and proprietary information, including, but not limited to, under the federal Uniform Trade Secrets Act or the Virginia Uniform Trade Secrets Acts. Employee also acknowledges his or her duty to refrain from any action which would harm or have the potential to harm the Corporation, or the Corporation’s customers, including, but not limited to, breaching the fiduciary duties Employee owes the Corporation, both during the Employee’s employment and after the termination of that employment.

Employee understands that nothing in this Agreement (1) prohibits or impedes Employee from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Employee to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

5.Employee acknowledges and agrees that the breach of this Agreement, or any portion thereof, may result in irreparable harm to the Corporation, the monetary value of which could be difficult to establish. Employee therefore agrees and consents that the Corporation shall be entitled to injunctive relief or such other equitable relief as is necessary to prevent a breach by Employee of any of the covenants or provisions contained in this Agreement. Nothing contained in this paragraph shall be construed as prohibiting the Corporation from pursuing any legal remedies available to the Corporation for such breach of this Agreement, including the recovery of damages from the Employee.

6.The parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to Virginia’s choice of law rules. Employee consents to the personal jurisdiction of the federal and/or state courts serving the Commonwealth of Virginia and waives any defenses of forum non conveniens. The parties agree that any and all initial judicial actions instituted under this Agreement or relating to its enforceability shall only be brought in the United States District Court for the Eastern District of Virginia, Norfolk Division or the appropriate state court in the City of Norfolk, Virginia regardless of the place of residence or work location of the Employee at the time of such action.

7.Each provision and sub-provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or sub-provision of this Agreement shall be adjudged to be invalid under applicable law, the remainder of the Agreement is severable and shall

continue in full force and effect. Should a court of competent jurisdiction declare any of the provisions of paragraphs 3 or 4, or other paragraphs, invalid or unenforceable, the parties acknowledge and agree that the court may revise or reconstruct such invalid or unenforceable provisions to better effectuate the parties’ intent to reasonably restrict the activity of the Employee to the greatest extent afforded by law and needed to protect the business interests of the Corporation.

8.Employee understands and agrees that nothing in this Agreement creates a contract of employment for any specific duration. The obligations contained in this Agreement shall survive the termination of the Employee’s employment with the Corporation, however caused, and irrespective of the existence of any claim or cause of action by the Employee against the Corporation.

9.This Agreement is effective as of the date of the Employee’s electronic acceptance of both this Agreement and the corresponding Award Agreement(s) under LTIP. The terms of this Agreement (and all associated remedial provisions of this Agreement) shall continue until cancelled by a subsequent written agreement between the parties.

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Filing Submission 0000702165-17-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Norfolk Southern Corp – ‘10-K’ for 12/31/16 – ‘EX-10.KKK’

On: Monday, 2/6/17, at 12:30pm ET · For: 12/31/16 · Accession #: 702165-17-18 · File #: 1-08339

Previous ‘10-K’: ‘10-K’ on 2/8/16 for 12/31/15 · Next: ‘10-K’ on 2/5/18 for 12/31/17 · Latest: ‘10-K’ on 2/5/24 for 12/31/23

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.KKK’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents