Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 94 374K
2: EX-3 Articles of Incorporation/Organization or By-Laws 18± 63K
3: EX-10 Material Contract 3± 12K
4: EX-10 Material Contract 16± 63K
5: EX-10 Material Contract 16± 61K
6: EX-10 Material Contract 8± 31K
7: EX-10 Material Contract 11± 42K
8: EX-10 Material Contract 9± 34K
9: EX-12 Statement re: Computation of Ratios 2± 9K
10: EX-21 Subsidiaries of the Registrant 2 13K
11: EX-23 Consent of Experts or Counsel 3 14K
12: EX-99 Miscellaneous Exhibit 23 95K
EX-10 — Material Contract
EXHIBIT 10(n)
NORFOLK SOUTHERN CORPORATION
OFFICERS' DEFERRED COMPENSATION PLAN
ARTICLE I. NAME AND PURPOSE OF THE PLAN
The name of the plan is the Norfolk Southern Corporation
Officers' Deferred Compensation Plan (the "Plan"). The purpose
of the Plan is to provide retirement and death benefits to those
officers of Norfolk Southern Corporation (the "Corporation") or a
Participating Subsidiary who elect to participate in the Plan.
ARTICLE II. DEFINITIONS
Account. The total of the amount of Deferrals by a Participant
together with Interest as provided in Article V.
Agreement. The "Deferral Agreement" between each Participant and
the Corporation.
Beneficiary. The person or persons designated as Beneficiary
pursuant to Article XII.
Board of Directors. The Board of Directors of the Corporation.
Committee. The Compensation and Nominating Committee of the
Board of Directors.
Compensation. The fixed salary payable in the form of cash
(including vacation pay) of the Participant before any reduction
for contributions to the Thrift and Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies,
as amended from time to time, and before any deferrals under
this Plan.
Deferral. A Deferred Bonus and/or a Monthly Deferred Amount.
Deferred Bonus. That amount set forth in the Agreement which
shall be deferred from a Participant's MIP incentive award
(and any other annual cash incentive award payable to participants
in MIP) or EMIP incentive award (and any other annual cash
incentive award approved by the Board of Directors and payable
to participants in EMIP), or the bonus program of a Participating
Subsidiary, if the deferral of such incentive award or bonus under
the Plan is authorized by the Corporation.
Disability. A disability that enables the Participant to be
eligible for a disability benefit under the Long-Term Disability
Plan of Norfolk Southern Corporation and Participating
Subsidiaries, as amended from time to time, or under any such
similar plan of a Participating Subsidiary.
EMIP. Norfolk Southern Corporation Executive Management
Incentive Plan.
MIP. Norfolk Southern Corporation Management Incentive Plan.
Monthly Deferred Amount. That amount set forth in the Agreement
which shall be deferred monthly from a Participant's salary
pursuant to the Plan.
Participant. Any employee of the Corporation or a Participating
Subsidiary eligible to participate under Article IV of the Plan.
Participating Subsidiary. Each subsidiary or affiliated company
of the Corporation which adopts the Plan and is approved for
participation in the Plan as provided in Article XVIII.
Plan Administrator. The Executive Vice President - Administration
of the Corporation or the successor officer who performs
substantially similar duties.
Plan Year. Any calendar year during which deferrals under this
Plan are made.
Retirement. Retirement from the Corporation or a Participating
Subsidiary pursuant to the provisions of the retirement plan of
the Corporation or of a Participating Subsidiary (whichever
is applicable), as amended from time to time.
ARTICLE III. ADMINISTRATION
The Plan Administrator shall administer, construe, and
interpret this Plan and, from time to time, adopt such rules
and regulations and make such recommendations to the Committee
concerning Plan changes as are deemed necessary to ensure
effective implementation of this Plan. The administration,
construction, and interpretation by the Plan Administrator
may be appealed to the Committee, and the decision of the
Committee shall be final and conclusive, except that any
claim for benefits with respect to a Participant shall be
subject to the claims procedure set forth in Section 503 of
the Employee Retirement Income Security Act of 1974. The
Plan Administrator may correct errors and, so far as
practicable, may adjust any benefit or payment or credit
accordingly. Neither the Plan Administrator nor any member
of the Committee shall be liable for any act done or
determination made in good faith.
ARTICLE IV. ELIGIBILITY AND PARTICIPATION
Any nonagreement employee residing in the United
States or Canada with at least 830 salary administration
points assigned to his position shall be eligible to
participate in the Plan. However, only those Participants
with annual Compensation in excess of ninety thousand dollars
($90,000) shall be eligible to defer Compensation under this
Plan, and only 20% of monthly Compensation in excess of seven
thousand five hundred dollars ($7,500) shall qualify for
deferral hereunder. A nonagreement employee who elects to
become a Participant in the Plan and defer a portion of his
monthly Compensation thereby consents to the reduction in his
monthly Compensation by the Monthly Deferred Amount as
specified in the Agreement. An election to participate in
the Plan must be made annually by December 22 of the year
prior to each Plan Year. Benefits payable hereunder shall
be in addition to any other compensation or benefits to which
a Participant may be entitled from the Corporation or a
Participating Subsidiary.
A Participant may elect to defer a portion of any
incentive bonus which may be awarded to him pursuant to MIP
or EMIP or the authorized bonus program of a Participating
Subsidiary. A Participant who elects to defer any of his
incentive bonus thereby consents to a reduction in his bonus
by the Deferred Bonus as specified in the Agreement, commencing
with the incentive bonus award earned after December 31, 1986.
By December 22 of the year prior to each Plan Year, a Participant
may elect to defer any incentive bonus which may be earned by him
during that Plan Year, either in whole or in part, in increments
of twenty-five percent (25%).
Participants may not elect to defer Compensation under this
Plan for the Plan Year beginning January 1, 2001, and for
subsequent Plan Years.
ARTICLE V. INTEREST EQUIVALENT
Unless otherwise stated herein or determined by the Board
of Directors, an amount equivalent to interest ("Interest")
shall accrue and be compounded annually on all Deferrals.
For purposes of calculating the appropriate Interest only,
the Deferred Bonus is deemed to occur on the date on which
the incentive bonus is paid. Interest shall accrue and be
compounded annually at rates in accordance with the schedule
below on the basis of the Participant's age attained during
the Plan Year for which the Deferral is made:
Age Rate
Up to 45 7%
45 - 54 10%
55 - 60 11%
Over 60 12%
Interest on each Deferral shall continue to accrue at
the rate determined by the Participant's age attained during the
Plan Year for which the Deferral is made until all benefits
payable hereunder have been distributed to, or with respect to,
the Participant.
ARTICLE VI. BENEFITS
(a) Retirement: When a Participant ceases active service
due to his Retirement, he shall be paid a monthly annuity
commencing in January of the first calendar year following
such Retirement for a period of years in accordance with the
schedule below:
Age at Distribution
Time of Deferral Period
Up to 50 5 Years
50 or Over 10 Years
The amount of the monthly annuity payable under this Article
VI(a), shall be an amount sufficient to amortize the Participant's
Account together with Interest over the applicable period.
(b) Disability: When a Participant ceases active service
due to Disability, he shall be paid a monthly annuity commencing
in January of the first calendar year following such Disability
for a period of fifteen (15) years in an amount sufficient to
amortize the Participant's Account together with Interest over
that period.
(c) Death: If a Participant dies while in active service,
the Corporation shall pay the amount of the Participant's Account
to the Participant's Beneficiary in a single payment as soon as
practicable after the date of death. If a Participant dies after
Retirement or Disability but prior to receiving all benefits
payable thereunder, the monthly payments shall be paid to the
Participant's Beneficiary for the scheduled annuity period.
(d) Termination of Employment: If a Participant ceases
active service other than by reason of leave of absence granted
under the Corporation's leave of absence policy, Retirement,
Disability or Death, he shall be paid the balance of his Account
as of the date of his separation from service as soon as
practicable after such separation from service.
(e) Lump Sum or Other Settlement: Notwithstanding the
foregoing provisions of this Article VI, the Committee, in its
sole discretion, may authorize and direct the Corporation to make
payments after termination of employment of a Participant to such
Participant or his Beneficiary in a lump sum or over a period other
than that provided for in this Article VI, and to charge such
payments against the Participant's Account. Such accelerated
distribution may be made only (1) in the event of a financial
emergency which is beyond the control of the Participant if
disallowance of the accelerated distribution would result in
severe financial hardship to the Participant or Beneficiary,
and only in an amount necessary to satisfy the financial
emergency, or (2) if in the written opinion of counsel, payment
in accordance with this Article VI could create a conflict of
interest for the Participant or Beneficiary; provided, that
all amounts due to a Participant or Beneficiary under this Plan
shall in all events be paid to the Participant or Beneficiary
by the end of the appropriate period referred to in this
Article VI. No Participant or Beneficiary who is also a member
of the Committee shall participate in any decision of the
Committee to make accelerated payments under this Article VI.
(f) Change in Mandatory Distribution Schedule:
Notwithstanding the foregoing provisions of this Article VI,
the Committee may, without the consent of any Participant or
Beneficiary, direct that all benefits payable thereafter
pursuant to paragraph (a), (b), or (c) above (including benefits
that accrued prior to the issuance of the direction) shall be paid
under a schedule that differs from that prescribed by paragraph
(a), (b), or (c). Any such direction shall apply to all
Participants, without differentiating among individual
Participants, except to the extent otherwise provided by
paragraph (e), above. No Participant or Beneficiary who is
also a member of the Committee shall participate in any decision
of the Committee to make a change in the distribution schedule.
ARTICLE VII. NATURE AND SOURCE OF PAYMENTS
The obligation to pay benefits under Article VI with
respect to each Participant shall constitute a liability of
the Corporation to the Participant and any death Beneficiaries
in accordance with the terms of the Plan. The Corporation may
establish one or more grantor trusts to which the Corporation may
transfer such assets as the Corporation determines in its sole
discretion to assist in meeting its obligations under the Plan.
The provisions of the Plan and the Agreement shall govern the
rights of a Participant to receive distributions pursuant
to the Plan. The provisions of the trust shall govern the rights
of the Corporation, Participants and the creditors of the
Corporation to the assets transferred to the trust. The
Corporation's obligations under the Plan may be satisfied
with trust assets distributed pursuant to the terms of the
trust, and any such distribution shall reduce the Corporation's
obligations under this Plan. Participants and Beneficiaries
shall stand in the position of unsecured creditors of the
Corporation, and all rights hereunder are subject to the
claims of creditors of the Corporation.
ARTICLE VIII. EXPENSES OF ADMINISTRATION
All expenses of administering the Plan shall be borne by
the Corporation, and no part thereof shall be charged against
the benefit of any Participant.
ARTICLE IX. AMENDMENT TO AND TERMINATION OF PLAN
The Corporation reserves the right at any time by a
resolution duly adopted by its Board of Directors to amend this
Plan in any manner or to terminate it at any time, except that
no such amendment or termination shall deprive a Participant
or his Beneficiary of any rights hereunder theretofore legally
accrued, and no such termination shall be effective for the year
in which such resolution is adopted.
ARTICLE X. RECALCULATION EVENTS
The Corporation's commitment to accrue and pay Interest
as provided in Article V is facilitated by the purchase of
corporate-owned life insurance purchased on the lives of eligible
Participants. If the Board of Directors, in its sole discretion,
determines that any change whatsoever in Federal, State or local
law, or in its application or interpretation, has materially
affected, or will materially affect, the ability of the
Corporation to recover the cost of providing the benefits
otherwise payable under the Plan, then, if the Board of
Directors so elects, a Recalculation Event shall be deemed
to have occurred. If a Recalculation Event occurs, then
Interest shall be recalculated and restated using a lower
rate of Interest determined by the Board of Directors, but
which shall be not less than one-half (1/2) the rate of
Interest provided for in Article V.
ARTICLE XI. GOVERNING LAW
This Plan and the Agreements are subject to the laws
of the Commonwealth of Virginia.
ARTICLE XII. DESIGNATION OF BENEFICIARY
For the purpose of this Plan, a beneficiary shall be
either (1) the named Beneficiary or Beneficiaries designated
as hereinafter provided for by the Participant, or (2)
in the absence of any such designation, his estate. A
Participant may designate both primary and contingent
Beneficiaries. A Participant may revoke or change any
designation. To be effective, the designation of a named
Beneficiary or Beneficiaries, or any change in or revocation
of any designation, must be on a form provided by the
Corporation, signed by the Participant and filed with the
Office of the Plan Administrator prior to the death of such
Participant. Any such designation, change or revocation shall
not invalidate any cash payment made or other action taken by
the Corporation pursuant to the Plan prior to its receipt by
the Corporation. The determination by the Corporation of a
Beneficiary or Beneficiaries, or the identity thereof, or
evidence satisfactory to the Corporation shall be conclusive
as to the liability of the Corporation and any payment made
in accordance therewith shall discharge the Corporation of
all its obligations under the Plan for such payment.
ARTICLE XIII. SUCCESSORS, MERGERS, CONSOLIDATIONS
The terms and conditions of this Plan and each Agreement
shall inure to the benefit of and bind the Corporation,
the Participants, their successors, assigns, and personal
representatives. If substantially all the assets of the
Corporation are acquired by another corporation or entity or
if the Corporation is merged into, or consolidated with, another
corporation or entity, then the obligations created hereunder
and as a result of the Corporation's acceptance of Agreements
shall be obligations of the successor corporation or entity.
ARTICLE XIV. WITHHOLDING FOR TAXES
The Participant agrees as a condition of participation
hereunder that the Corporation may withhold applicable Federal,
State, and local income taxes and Social Security or Railroad
Retirement taxes from any distribution or benefit paid hereunder.
ARTICLE XV. NON-ALIENATION OF BENEFITS
No benefit under the Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt at such shall be void;
nor shall any such benefit be in any way subject to the debts,
contracts, liabilities, engagements, or torts of the person
who shall be entitled to such benefit; nor shall it be subject
to attachment or legal process for or against such person.
ARTICLE XVI. FACILITY OF PAYMENT
If the Plan Administrator shall find that any individual
to whom any amount is payable under the Plan is unable to care
for his affairs because of illness or accident, or is a minor
or other person under legal disability, any payment due such
individual (unless a prior claim therefore shall have been made
by a duly appointed guardian, committee, or other legal
representative) may be paid to the spouse, a child, a parent,
or a brother or sister of such individual or to any other person
deemed by the Plan Administrator to have incurred expenses of
such individual, in such manner and proportions as the Plan
Administrator may determine. Any such payment shall be a
complete discharge of the liabilities of the Corporation with
respect thereto under the Plan or the Agreement.
ARTICLE XVII. CONTINUED EMPLOYMENT
Nothing contained herein or in an Agreement shall be
construed as conferring upon any Participant the right nor
imposing upon him the obligation to continue in the employment
of the Corporation or a Participating Subsidiary in any capacity.
ARTICLE XVIII. PARTICIPATION BY SUBSIDIARY COMPANIES
Conditional upon prior approval by the Corporation, any
company which is a subsidiary of or affiliated with the
Corporation may adopt and participate in this Plan as a
Participating Subsidiary. Each Participating Subsidiary
shall make, execute and deliver such instruments as the
Corporation and/or the Plan Administrator shall deem necessary
or desirable, and shall constitute the Corporation and/or the
Plan Administrators as its agents to act for it in all
transactions in which the Corporation and/or the Plan
Administrators believe such agency will facilitate the
administration of this Plan.
ARTICLE XIX. MISCELLANEOUS
Whenever used in the Plan, words in the masculine form
shall be deemed to refer to females as well as to males, and
words in the singular or plural shall be deemed to refer also
to the plural or singular, respectively, as the context may
require.
ARTICLE XX. EFFECTIVE DATE
The effective date of the Plan is January 1, 1987, as
amended effective September 26, 2000.
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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