8-KMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Mar 31, 2006)

Filed March 31, 2006For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K report on March 31, 2006, disclosing material definitive agreements related to the retirement of L. Ike Prillaman. The company's Board of Directors approved a Retirement Agreement and the Compensation Committee approved a Waiver Agreement on March 28, 2006. These agreements outline the terms of Mr. Prillaman's retirement, including enhanced pension benefits calculated with an additional year of service and awards of restricted shares and restricted stock units. In return, Mr. Prillaman has agreed to a five-year non-compete and non-solicitation clause, and has waived his rights under his change-in-control agreement. The Waiver Agreement also modifies the terms of previously granted restricted shares and stock units, allowing them to vest under certain conditions, including the non-compete provision.

Key Highlights

  • 1Norfolk Southern entered into a Retirement Agreement with L. Ike Prillaman, approved by the Board of Directors on March 28, 2006.
  • 2Mr. Prillaman agreed to a five-year non-compete and non-solicitation clause, and waived rights under his change-in-control agreement.
  • 3The Retirement Agreement enhances Mr. Prillaman's pension benefits by adding one year of service for calculation purposes.
  • 4Restricted shares and restricted stock units were awarded to Mr. Prillaman as part of the retirement package.
  • 5A separate Waiver Agreement modifies the terms of existing restricted shares and units previously granted to Mr. Prillaman.
  • 6These modified awards remain subject to their original restriction periods, with exceptions for death and a non-compete clause extending to early 2007 or 2010 depending on the grant year.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose material definitive agreements related to the retirement of a key executive, L. Ike Prillaman, and the terms of his departure from Norfolk Southern Corporation.

Mr. Prillaman is receiving enhanced pension benefits, calculated with an additional year of service. He is also being awarded restricted shares and restricted stock units.

In exchange for the retirement benefits, Mr. Prillaman has agreed to a five-year non-compete and non-solicitation agreement. He also waived his rights under his change-in-control agreement and the modified restricted awards are subject to a non-compete provision.

The Waiver Agreement modifies the terms of Mr. Prillaman's previously granted restricted shares and restricted stock units, allowing them to remain under their restriction periods (except in case of death) and imposing a non-compete requirement until 2007 or 2010, depending on the grant year, rather than forfeiting them upon retirement.