Exhibit 10.2
NORFOLK SOUTHERN CORPORATION
EXECUTIVE MANAGEMENT
INCENTIVE PLAN
AS APPROVED BY SHAREHOLDERS MAY
13, 2010
AND AS AMENDED SEPTEMBER 27,
2011
The terms of this
amended Plan, as set forth below, were approved by the separate
vote of the holders of a majority of the shares of Common Stock
present or represented and entitled to vote at a meeting of the
stockholders of the Corporation at which a quorum was present for
the proposal on May 13, 2010. The Board of Directors of the
Corporation amended Sections IV, V and VIII of the Plan as
reflected herein on September 27, 2011.
Section I. PURPOSE OF
THE PLAN
It is
the purpose of the Norfolk Southern Corporation Executive
Management Incentive Plan ("Plan") to enhance increased
profitability for Norfolk Southern Corporation ("Corporation") by
rewarding certain officers elected by the Board of Directors of
Norfolk Southern Corporation and its affiliates with a bonus for
collectively striving to attain and surpass financial
objectives. The Corporation intends that the Plan comply with
the requirements of Section 162(m) of the Internal Revenue Code of
1986, as amended ("Code") and intends that compensation paid under
the Plan qualify as performance-based compensation under Code
Section 162(m).
Section II. ADMINISTRATION
OF THE PLAN
The
Compensation Committee, the Performance-Based Compensation
Committee or any other committee of the Board of Directors of
Norfolk Southern Corporation which is authorized to determine bonus
awards under the Plan ("Committee") shall administer and interpret
this Plan and, from time to time, adopt such rules and regulations
and make such recommendations to the Board of Directors concerning
Plan changes as are deemed necessary to insure effective
implementation of this Plan. The Performance-Based
Compensation Committee shall be comprised solely of two or more
Outside Directors (as defined in Treasury Regulation §
1.162-27(e)(3)).
No
executive may simultaneously participate in more than one Norfolk
Southern Corporation Incentive Group. An executive must
reside in the United States or Canada in order to participate in
the Plan.
Section III. ESTABLISHMENT OF PERFORMANCE
STANDARDS
Within the first 90 days of an incentive year, the Committee shall
establish:
A. The Incentive Groups
for the incentive year, which Groups shall consist of Board-elected
officers at the level of Vice President and above,
B. The bonus level
for each Incentive Group for the incentive year, and
C. The performance
standard or standards for the Corporation for the incentive
year. The performance standards shall be based on one or
more, or any combination, of the following business criteria,
selected by the Committee, which may be applied on a
corporate, department or division
level: earnings measures (including net income, earnings
per share, income from continuing operations, income before income
taxes, income from railway operations); return measures (including
net incom