Document


Name of Participant:	[Name]
Person Number:	[ID #]
Target Grant Amount:	[Target Grant Amount]
Number of Units Granted:	[# Units Granted]
Grant Date:	[Grant Date]
Vesting Schedule:	[# of Units] [# of Units] [# of Units]	February 15, 2024 February 15, 2025 February 15, 2026
Grant Number:	[Grant #]

CSX Corporation (“CSX” or the “Company”) has granted to you Restricted Stock Units (“RSUs”) as part of the Company’s 2023 – 2025 Long-Term Incentive Plan, wherein each 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 Restricted Stock Unit 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.

CSX Corporation (“CSX” or the “Company”) issues Restricted Stock Units, as described in the CSX 2019 Stock and Incentive Award Plan (referred to herein as RSUs) 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 RSUs 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”). An RSU represents the right to receive one share of CSX common stock.

The RSUs will vest on a graded schedule over the Restricted period with one-third vesting on February 15, 2024, one-third vesting on February 15, 2025, and one-third vesting on February 15, 2026 (“the final vesting date”) subject to the Participant’s continuous employment through each vesting date, except as provided below under Impact of Change in Employment Status.

RSUs generally will vest and be settled only if a Participant is actively employed by CSX or its affiliates on one of the vesting dates set forth under Vesting above. Except as provided below, a Participant whose employment terminates prior to the end of the Restricted Period shall forfeit any and all unvested RSUs. Any RSUs granted to the Participant that do not vest under the terms of this Award Agreement shall be forfeited.

In the event of a Participant’s separation from employment before the end of the Restricted Period by reason of Participant’s death or Disability, all RSUs shall continue to vest per the vesting schedule set forth under Vesting above. “Disability” shall mean long-term disability as defined in CSX’s long-term disability plan covering the Participant.

In the event of a termination of a Participant’s employment before the end of the Restricted Period by reason of Retirement, the RSUs shall become fully vested, and CSX common stock shall be issued as soon as practicable, but in no event later than 60 days, after the end of the Restricted 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 grant of the RSUs 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 RSUs, or if the Participant’s Retirement eligibility is not approved for purposes of the RSUs, the RSUs will be forfeited and terminated.

In the event of a termination of a Participant’s employment before the end of the Restricted Period by reason of reduction in force (subject to execution of a separation agreement), a prorated portion of the RSUs that otherwise would have vested on the next-occurring vesting date will vest based upon the number of full months employed since the preceding vesting date (or if there has not yet been a vesting date, since the grant date) and prior to the month in which the separation from employment occurs (the “Pro Rata Vesting”), and CSX common stock shall be issued as soon as practicable, but in no event later than 60 days, after the next-occurring vesting date following the date of separation.

In the event a Participant voluntarily returns to contract employment or returns to contract employment due to a reduction in force, the RSUs shall vest based on the Pro Rata Vesting described above, and CSX common stock shall be issued as soon as practicable, but in no event later than 60 days, after the next-occurring vesting date following the date of separation.

If a Participant voluntarily returns to contract employment or returns to contract employment due to a reduction in force and their employment is subsequently terminated for any reason other than as set forth in this section Impact of Change in Employment Status prior to the completion of the Restricted Period and prior to the Participant becoming Retirement eligible, all unvested RSUs shall be forfeited and terminate immediately. 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 Restricted 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 RSUs shall be forfeited and 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 RSUs shall be forfeited and terminate immediately. In addition, 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 RSUs. 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 Restricted Period, Participants will be eligible to receive Dividend Equivalents based upon the number of vested RSUs paid to the Participant. The Dividend Equivalents will equal the aggregate amount of dividends declared and paid per share of CSX stock for each quarter during the Restricted Period in which the RSUs remained outstanding multiplied by the number of vested RSUs paid to the Participant. The Dividend Equivalents will be paid upon settlement in the form of CSX stock subject to applicable withholding taxes.

RSUs 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 minimum statutory required amount. Participants in the CSX Executives’ Deferred Compensation Plan may be able to defer receipt of RSUs 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 RSUs 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 RSUs 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 RSUs multiplied by the prorated number of RSUs that otherwise would have vested on the next-occurring vesting date based upon the number of full months employed since the preceding vesting (or if there has not yet been a vesting date, since the grant date) and prior to the month in which the Change of Control is effective; or

(b) The prorated number of RSUs that otherwise would have vested on the next-occurring vesting date based upon the number of full months employed since the preceding vesting (or if there has not yet been a vesting date, since the grant date) and prior to the month in which the Change of Control is effective shall immediately vest as of a date prior to the Change of Control, to the extent not previously terminated.

Nothing in this Award Agreement shall be interpreted or construed to create a contract of employment between CSX and the Participant or a right to receive equity awards in the future. This Award Agreement is intended solely to provide Participant an incentive to continue existing employment.

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.

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 RSUs, 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 this award of RSUs, the Participant acknowledges and agrees that this Award Agreement is governed by the terms and conditions of the Plan and is subject to all policies of CSX, including any applicable policy on the remuneration of incentive compensation. Unless defined in this Award Agreement, capitalized terms shall have the meanings ascribed to them in the Plan. This Award Agreement shall be effective as of February 15, 2023.


Exhibit 10.6