Amendment to 2010–2016 LTIP Award and Non-Compete Agreements—Whistleblower Protections (Norfolk Southern Corporation)

Summary

This amendment clarifies that nothing in the 2010–2016 Long-Term Incentive Plan (LTIP) Award Agreements or their related Non-Compete Agreements prevents employees from reporting possible violations of federal law or regulation to government agencies, including the SEC, or from receiving whistleblower awards. Employees are not required to get prior approval from Norfolk Southern Corporation or notify the company before making such reports or disclosures.

EX-10.2 3 nsc93016exhibit102.htm EXHIBIT 10.2 Exhibit

Exhibit 10.2


September 9, 2016

Each of the 2010 - 2016 LTIP Award Agreements and their associated Non-Compete Agreements are clarified and amended as follows:

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 Norfolk Southern Corporation to make any such reports or disclosures or to notify Norfolk Southern Corporation of such reports or disclosures.