|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 7/27/07 Norfolk Southern Corp 10-Q 6/30/07 8:848K |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 381K
2: 10-Q Quarterly Report -- nsc2q07 PDF 143K
3: EX-1 Underwriting Agreement HTML 9K
4: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 15K
Liquidation or Succession
5: EX-3 Articles of Incorporation/Organization or By-Laws HTML 14K
6: EX-4 Instrument Defining the Rights of Security Holders HTML 8K
7: EX-5 Opinion re: Legality HTML 27K
8: EX-7 Letter re: Non-Reliance upon a Previously Issued HTML 10K
Audit Report or Completed Interim Review
| NORFOLK SOUTHERN CORPORATION |
NORFOLK SOUTHERN CORPORATION
DIRECTORS' CHARITABLE AWARD PROGRAM
As Amended July 24, 2007
|
Purpose |
To promote the interests of Norfolk Southern Corporation and its Directors in supporting charitable and educational organizations.
|
|
Eligibility |
All Directors serving on, or elected after, February 1, 1996.
|
|
Contribution Amount |
Directors serving on February 1, 1996: $500,000 Directors elected after February 1, 1996: vest in 20% increments over a 5 year period in accordance with the attached table.
|
|
Eligible Organizations |
Educational, scientific, literary, cultural and other organizations with similar non-religious purposes, contributions to which are deductible for Federal income tax purposes (excluding a private foundation founded, maintained or operated by a Director or a member of the Director's immediate family). The Corporation reserves the right to decline to make a contribution to any organization, if (1) the contribution will not be deductible for Federal income tax purposes at the time it will be made, or (2) the Corporation in its sole discretion, exercised in good faith by persons other than Directors, determines that making a contribution to such organization will not be in the Corporation's best interest.
|
|
Number of Charities |
Each Director may nominate, on forms provided the by the Corporation or its agent, up to five (5) Eligible Organizations to receive an aggregate amount up to the Contribution Amount following that Director's death. The Director may revoke any such nomination(s), make a new nomination or nominations, or modify the amount designated for any nominee at any time.
|
|
Payments |
Following a Director's death, the Corporation will make ratable payments, in an aggregate annual amount not to exceed one fifth the Contribution Amount, to each of the Eligible Organizations that, according to records maintained by the Corporation or its agent, were the deceased Director's nominees immediately prior to death. Amounts unpaid for reason of ineligibility will be paid prorate to the Director's other nominees, or if there are no other qualified nominees, then to the Foundation.
|
|
Funding |
The Corporation may in its discretion obtain corporate-owned insurance on the lives of Directors, with the Corporation serving as the beneficiary on such policies. Death benefits will be paid to the Corporation, and the Corporation will donate up to the Contribution Amount to no more than five Eligible Organizations nominated by the Director and the balance to the Norfolk Southern Foundation.
|
|
Termination |
The Corporation reserves the right, in its sole discretion, to alter, amend, modify or terminate the program at any time. However, in the event of a Change in Control of the Corporation (as defined on Attachment A), the Corporation immediately will donate in a lump sum the Contribution Amount in accordance with the then current nominations of each living Director and the amount of any unpaid Contribution Amount to eligible nominees of a deceased Director.
|
|
Administration |
The program will be administered by the Corporation's Corporate Secretary (or designated agent) whose interpretations and decisions will be final and binding on the Corporation and the Director. |
Attachment A
For purposes of the Director's charitable Award Program, a Change in Control shall occur if:
(i) any person, other than the Corporation or a Subsidiary Company* or any employee benefit plan sponsored by the Corporation or a Subsidiary Company, shall become the beneficial owner of, or obtain voting control over, 20% or more of the Corporation's outstanding Common Stock;
(ii) the stockholders of the Corporation shall approve (A) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities, or other property, other than a merger of the Corporation in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger as immediately before, or (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or the Corporation; or
(iii) there shall have been a change in the composition of the Board of Directors such that within any period of two (2) consecutive years or less individuals who at the beginning of such period constituted such Board, together with any new directors whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such period, shall for any reason no longer constitute a majority of the directors of the Corporation.
_____________________
*"Subsidiary Company" means a corporation of which at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote is owned, directly or indirectly, by the Corporation.
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/27/07 | |||
| 7/24/07 | 8-K | |||
| For Period End: | 6/30/07 | |||
| 2/1/96 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/05/24 Norfolk Southern Corp. 10-K 12/31/23 117:12M 2/03/23 Norfolk Southern Corp. 10-K 12/31/22 117:15M 2/04/22 Norfolk Southern Corp. 10-K 12/31/21 120:12M 2/04/21 Norfolk Southern Corp. 10-K 12/31/20 120:14M |