Form of LTIP Performance Unit Award Agreement

CSX Corporation (“CSX” or the “Company”) has granted to you performance units as part of the Company’s 2023 – 2025 Long-Term Incentive Plan, wherein each performance unit represents one share of CSX common stock. Your grant has been made pursuant to the CSX 2019 Stock and Incentive Award Plan (the “Plan”), which is incorporated herein by reference, and together with this Notice and Performance Unit Award Agreement (the “Award Agreement”) set forth the terms and conditions of this grant.

CSX reserves the right to terminate, change or amend this Award Agreement or the Plan at any time in accordance with the terms of the Plan. Receipt of this grant does not obligate CSX to make any additional grants to you. This grant, or a portion thereof, may be subject to forfeiture if you terminate employment as set forth in this Award Agreement.

Please review the terms of the Notice, Award Agreement and the Plan carefully; a copy of the Plan is available for review on the CSX Gateway.

CSX Corporation (“CSX” or the “Company”) issues Performance Grants, as described in the CSX 2019 Stock and Incentive Award Plan (referred to herein as Performance Units) in order to reward eligible employees for their contribution toward CSX’s improved operating and financial performance, ultimately creating shareholder value and driving long-term success for CSX. The Performance Units are issued as part of the Company’s 2023 – 2025 Long-Term Incentive Plan and are subject to the terms and conditions of the CSX 2019 Stock and Incentive Award Plan (the “Plan”). A Performance Unit represents the right to receive one share of CSX common stock.

Performance Units are settled and paid out upon certification of CSX’s achievement of predetermined performance goals set forth on Exhibit A (the “Performance Measures”) during the Performance Period (as set forth on Exhibit A). Grants of Performance Units are approved by the Compensation and Talent Management Committee of the Board of Directors of CSX (the “Committee”).

The Performance Period and the Performance Measures for purposes of the Performance Units are set forth on Exhibit A attached hereto.

As shown in Exhibit A, the number of Performance Units earned will be equal to a percentage of a Participant’s granted Performance Units based upon the achievement of the Performance Measures. All earned Performance Units will be settled in CSX common stock.

No Performance Unit will be earned unless and until the Committee approves the payout percentage based upon the level of achievement of the Performance Measures for the Performance Period.

Performance Units generally will be earned and vested subject to a Participant’s continued employment with CSX or its affiliates through the end of the Performance Period. Except as provided below, a Participant whose employment terminates prior to the end of the Performance Period shall forfeit any and all Performance Units. All earned and vested Performance Units will be settled as soon as practicable, but in no event later than 60 days, following the end of the Performance Period.

A Participant whose employment terminates due to death or Disability prior to the last day of the Performance Period shall be eligible to continue to vest in and earn the Performance Units that the Participant would otherwise have earned at the end of the Performance Period had the Participant remained continuously employed, subject to the satisfaction of the Performance Measures. Such Performance Units shall be paid to the Participant, or, in the case of death, the Participant’s estate or as otherwise required by law, and will be paid out as soon as practicable, but in no event later than 60 days, following the conclusion of the Performance Period. “Disability” shall mean long-term disability as defined in the long-term disability plan of CSX covering the Participant.

In the event of a Participant’s termination of employment due to Retirement (as defined below), prior to the last day of the Performance Period, the Performance Units shall become fully vested and eligible to become earned at the end of the Performance Period had the Participant remained continuously employed, subject to the satisfaction of the Performance Measures. Any earned Performance Units will be paid out as soon as practicable, but in no event later than 60 days, following the conclusion of the Performance Period. “Retirement” shall mean: the attainment of age 55 with a minimum of 12 years of service, the attainment of age 60 with a minimum of 5 years of service or the attainment of age 65 — each as approved by the President and Chief Executive Officer or Executive Vice President and Chief Administrative Officer for non-Section 16 management employees or the Compensation and Talent Management Committee of the CSX Board of Directors for Section 16 Officers. A participant must be employed through December 31st of the year of the grant of the Performance Units to receive full vesting under this paragraph. For clarity, if a Participant terminates from employment due to Retirement prior to December 31st of the year of the grant of the Performance Units, or if the Participant’s Retirement eligibility is not approved for purposes of the Performance Units, the Performance Units will be forfeited and terminated.

In the event of a Participant’s termination of employment due to reduction in force (subject to execution of a separation agreement), or voluntary return to contract employment prior to the last day of the Performance Period, a prorated portion of the Performance Units that the Participant would otherwise have earned at the end of the Performance Period had the Participant remained continuously employed will be eligible to vest, subject to the satisfaction of the Performance Measures. The pro-rata number of Performance Units vested will be determined based upon the number of full months employed prior to the month in which the termination of employment occurs relative to the number of months in the Performance Period and any earned Performance Units will be paid out as soon as practicable, but in no event later than 60 days, following the conclusion of the Performance Period. A return to contract employment following involuntary termination from a management position shall not be deemed a voluntary return to contract.

Notwithstanding the foregoing, if the Participant’s employment terminates for any reason before the end of the Performance Period and the Participant “Engages in Competing Employment” (as defined in the applicable Confidentiality, Non-Solicitation and Non-Competition Agreement) or otherwise violates the terms of the Confidentiality, Non-Solicitation and Non-Competition Agreement, then the Performance Units shall be terminated without further obligation on the part of CSX or any affiliate. 

If the Participant’s employment is terminated for Cause, as defined in the Plan, all unvested Performance Units shall be forfeited and terminate immediately. A Participant who commits an act involving moral turpitude that adversely affects the reputation or business of CSX or its affiliates shall forfeit all unvested Performance Units. Examples of acts of moral turpitude include, but are not limited to, dishonesty or fraud involving CSX or any affiliated company, their employees, vendors, or customers or a violation of the CSX Code of Ethics.

At the end of the Performance Period, Participants will be eligible to receive Dividend Equivalents based upon the number of earned Performance Units. The Dividend Equivalents will equal the aggregate amount of dividends declared and paid per share of CSX stock for each quarter during the Performance Period multiplied by the number of earned Performance Units paid to the Participant. The Dividend Equivalents will be paid in the form of CSX stock at the same time as the Performance Units are settled, subject to applicable withholding taxes.

Performance Units will be settled in shares of CSX common stock. The value received by the Participant is taxable income; therefore, CSX is required to withhold income taxes at the prescribed rates for both supplemental income and employment taxes in accordance with applicable tax laws. CSX will withhold the minimum number of whole shares equal in value to the statutory minimum required amount. Participants in the CSX Executives’ Deferred Compensation Plan may be able to defer receipt of Performance Units in accordance with the terms of that plan.

In the event of a Change of Control (as defined in the Company’s form of Change of Control Agreement, as may be amended from time to time, found at www.sec.gov and available upon request) and the successor or acquiring company or a direct or indirect parent entity of the successor or acquiring company does not arrange to continue or convert the Performance Units or grant a Substitute Award, as provided under Section 13 of the Plan, CSX may, without the Participant’s consent, elect to provide any one or more of the following:

(a) The Performance Units shall be terminated as of the Change of Control in exchange for a payment in cash equal to the Fair Market Value (as defined in the Plan) of the shares underlying the Performance Units multiplied by the prorated number of Performance Units that otherwise would have been earned at the end of the Performance Period had the Participant remained continuously employed as of when the Change of Control is effective at the Target Payout Level (as defined in the Plan); or

(b) The prorated number of Performance Units that otherwise would have been earned at the end of the Performance Period had the Participant remained continuously employed as of when the Change of Control is effective at the Target Payout Level shall immediately vest as of a date prior to the Change of Control, to the extent not previously terminated.

The Performance Units shall confer no other shareholder rights upon the Participant except as provided herein unless and until such time as the award has been settled by the issuance of CSX common stock to the Participant.

The Performance Units shall be subject to any policy regarding the recoupment of incentive compensation that is adopted or maintained by CSX, as such policy may be amended from time to time.

In consideration for the grant of Performance Units, certain Participants must enter into a non-compete agreement, if not already in effect, as prescribed and agreed to by CSX. Each Participant to whom this requirement applies will be notified by CSX.

The Performance Units may not be sold, assigned, pledged, exchanged, or otherwise transferred, encumbered or disposed of by the Participant other than by will or by the laws of descent and distribution.

The Executive Vice President and Chief Administrative Officer shall be the Plan Administrator and shall interpret and construe the provisions of the Notice and this Award Agreement subject to the terms of the Plan and the Committee’s authority and responsibility thereunder.

The Committee reserves the right to terminate, adjust, amend or suspend the Plan at any time at its sole discretion.

Participant understands and agrees that all payments made pursuant to this Award Agreement are intended to be exempt or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and shall be interpreted on a basis consistent with such intent.

If any terms and conditions herein are, become, or are deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of CSX, it shall be stricken and the remainder of the terms and conditions shall remain in force and effect.

All questions pertaining to the construction, regulation, validity, and effect of the terms and conditions shall be determined in accordance with the laws of the state of Florida, without regard to the conflict of laws doctrine.

CSX may impose such restrictions, conditions or limitations as it deems appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any common stock issued as a result of the settlement of the Performance Units, including without limitation (a) restrictions under an insider trading policy; (b) restrictions or limitations pursuant to any stock ownership guidelines as may be in place from time to time; (c) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other award-holders; and (d) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

By accepting the Performance Units, the Participant authorizes CSX to withhold, to the extent permitted by law, any amount the Participant may otherwise owe to CSX in any other capacity whatsoever.

The grant of the Performance Units does not imply any commitment to continue the Plan, participation in the Plan or any other long-term incentive compensation plan or program for any succeeding year or period. Neither the Plan, nor this grant of Performance Units shall create any employment contract or relationship between CSX or any affiliated company and any Participant.