0001552781-19-000367 Sample Contracts

Non-Compete Agreement Associated With Award Agreement Under The Norfolk Southern Corporation Long-Term Incentive Plan
Non-Compete Agreement • August 28th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

THIS AGREEMENT (the “Agreement”) is executed by and between <Employee Name> (“Employee”) and Norfolk Southern Corporation (“NS” or “Corporation”). Employee has received this Agreement in conjunction with an award agreement under the Norfolk Southern Corporation Long-Term Incentive Plan (“LTIP” or “Plan”). The term NS or Corporation includes NS’ subsidiaries and affiliated companies including, but not limited to, Norfolk Southern Railway Company and its rail subsidiaries.

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Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement Non-Qualified Stock Option
Inducement Award Agreement • August 28th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and MARK R. GEORGE (Participant).

Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement Performance-Based Restricted Stock Units
Inducement Award Agreement • August 28th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and MARK R. GEORGE (Participant).

Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement Restricted Stock Units
Inducement Award Agreement • August 28th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and MARK R. GEORGE (Participant).

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