Summary
Norfolk Southern Corporation (NSC) filed an 8-K on May 13, 2007, reporting material definitive agreements entered into on May 10, 2007. These agreements relate to the retirement of Mr. Henry C. Wolf, a key executive. The filings outline the terms of his departure, including a Retirement Agreement and a Waiver Agreement. The Retirement Agreement, approved by the Board of Directors, provides Mr. Wolf with enhanced pension benefits, calculated with an additional year of service, and an award of restricted stock units. In exchange, Mr. Wolf has agreed to a five-year non-compete clause, a restriction on soliciting employees and customers, and has waived his rights under his change-in-control agreement. The Waiver Agreement, approved by the Compensation Committee, modifies the terms of previously granted restricted shares and stock units, allowing them to remain subject to restriction periods (except in case of death) and a non-compete provision until January 27, 2010, preventing forfeiture.
Key Highlights
- 1Norfolk Southern Corporation entered into a Retirement Agreement with executive Henry C. Wolf on May 10, 2007.
- 2The agreement provides Mr. Wolf with enhanced pension benefits, including an additional year of service credit.
- 3Mr. Wolf will receive an award of restricted stock units as part of the retirement package.
- 4In exchange for benefits, Mr. Wolf has agreed to a five-year non-compete and non-solicitation agreement.
- 5A separate Waiver Agreement modifies terms of previously granted restricted shares and stock units, preventing forfeiture under certain conditions.
- 6These modified awards remain subject to a non-compete provision until January 27, 2010.