Exhibit 10.1

CSX Corporation (“CSX” or the “Company”) has granted to you performance units as part of the Company’s 2020 – 2022 Long-Term Incentive Plan, wherein each performance 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 Performance Unit Award Agreement (the “Award Agreement”) set forth the terms and conditions of this grant.

CSX reserves the right to terminate, change or amend the Plan at any time. 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.

ACTION REQUIRED: YOU MUST ACCEPT YOUR AWARD AGREEMENT ELECTRONICALLY.

Please review the terms of the Notice, Award Agreement and the Plan carefully; a copy of the Plan is available on etrade.com under Holdings > View Your Grant Document.

PURPOSE AND OBJECTIVE

CSX Corporation (“CSX” or the “Company”) issues Performance Grants, as described in the CSX 2019 Stock and Incentive Award Plan (referred to herein as Performance Units) 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 Performance Units are issued as part of the Company’s 2020 – 2022 Long-Term Incentive Plan and are subject to the terms and conditions of the CSX 2019 Stock and Incentive Award Plan (the “Plan”). A Performance Unit represents the right to receive a share of CSX common stock.

Performance Units are settled and paid out upon certification of CSX’s achievement of predetermined performance goals (the “Performance Measures”) during the Performance Period (as defined below). Grants of Performance Units are approved by the Compensation Committee of the Board of Directors of CSX (the “Compensation Committee”).

PERFORMANCE PERIOD

The “Performance Period” is the time during which CSX performance is measured. The Performance Measures are set forth on Exhibit A attached hereto.

EARNING PERFORMANCE UNITS

As shown in the Performance Measure and Payout Percentage table in Exhibit B, the number of Performance Units earned are equal to a percentage of a Participant’s granted Performance Units based upon the applicable Performance Measures discussed in Exhibit A. All Performance Units will be paid in CSX common stock.

No Performance Unit is earned under the Plan until the Compensation Committee approves the payout percentage based upon the level of achievement of the Performance Measures for the Performance Period.

IMPACT OF CHANGE IN EMPLOYMENT STATUS

Performance Units generally will be paid only to Participants who are actively employed by CSX or its affiliates at the end of the Performance Period. Except as provided below, a Participant whose employment terminates prior to the end of the Performance Period shall forfeit any and all Performance Units. All earned Performance Units will be paid no later than March 15 following the end of the Performance Period.

Termination Due to Death or Disability

A Participant whose employment terminates due to death or disability prior to the last day of the Performance Period shall be eligible to earn the Performance Units that the Participant would otherwise have earned at the end of the Performance Period had there been no death or disability, based on the satisfaction of the Performance Measures. In the case of death, such Performance Units shall be paid to the Participant’s estate, or as otherwise required by law and will be paid out following the conclusion of the Performance Period. “Disability” shall mean long-term disability as defined in the long-term disability plan of CSX covering the Participant.    

Termination Due to Retirement, Reduction in Force, or Return to Contract

A Participant whose employment terminates due to Retirement (as defined below), reduction in force (subject to execution of a separation agreement), or voluntary return to contract employment prior to the last day of the Performance Period shall be eligible to earn a prorated portion of the Performance Units that the Participant would otherwise have earned at the end of the Performance Period had there been no retirement, reduction in force, or voluntary return to contract employment, based on the satisfaction of the Performance Measures. The pro-rata number of Performance Units earned will be determined based upon the number of months of participation relative to the number of months in the Performance Period and will be paid out following the conclusion of the Performance Period. “Retirement” shall mean: (i) the attainment of age 55 and 10 years of CSX service; or (ii) the attainment of age 65.

The foregoing notwithstanding, the Compensation Committee shall have the discretion to terminate Performance Units for Participants who retire but subsequently violate a non-compete agreement.

Competing Employment Following Termination

(This provision only applies to Vice Presidents and above, and certain other employees)

Notwithstanding the foregoing, if the Participant’s employment is terminated by reason of a reduction in force before the end of the Performance Period and the Participant “Engages in Competing Employment” (as defined below) prior to expiration of the Performance Period, then the Performance Units shall be terminated without further obligation on the part of CSX or any affiliate. A Participant Engages in Competing Employment if the Participant works for or provides services for any “Competitor” (as defined below) on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, officer, partner or employee performing functions similar to those performed or managed by the Participant in the two (2) years preceding the Participant’s termination of employment with CSX. For this purpose, a Competitor is any Class I railroad in the United States or Canada, any parent, subsidiary and affiliate of such Class I railroad, and any shortline railroad that connects to CSX, including Genesee & Wyoming and its subsidiaries.

Termination for Cause/Moral Turpitude

If the Participant’s employment is terminated for Cause, as defined in the Plan, all unvested Performance Units shall lapse and terminate immediately. 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 Performance Units. 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.

DIVIDEND EQUIVALENTS

At the end of the Performance Period, Participants will be eligible to receive Dividend Equivalents based upon the number of Performance Units 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 Performance Period multiplied by the number of Performance Units paid to the Participant. The Dividend Equivalents will be paid upon vesting in the form of CSX stock subject to applicable withholding taxes. In the event of Retirement, reduction in force or return to contract employment prior to the end of the Performance Period, the Participant shall receive Dividend Equivalents on the pro-rated number of shares upon vesting in the form of CSX stock subject to applicable withholding taxes.

TAXATION OF PERFORMANCE AWARDS

Performance Units will be paid 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 such required amount. Participants in the CSX Executives’ Deferred Compensation Plan may be able to defer receipt of Performance Units in accordance with the terms of that plan.

SHAREHOLDER RIGHTS

The Performance Units shall confer no other shareholder rights upon the Participant except as provided herein unless and until such time as the award has been settled by the issuance of CSX stock to the Participant.

CLAWBACK PROVISION

The Performance Units shall be subject to any policy regarding the recoupment of incentive compensation that is adopted or maintained by CSX, as such policy may be amended from time to time.

CONSIDERATION FOR NON-COMPETE AND NON-SOLICITATION AGREEMENT

In consideration for the grant of Performance Units, certain Participants must enter into a non-compete agreement, if not already in effect, as prescribed and agreed to by CSX. Each Participant to whom this requirement applies will be notified by CSX.

NON-TRANSFERABILITY

The Performance Units may not be sold, assigned, pledged, exchanged, or otherwise transferred, encumbered or disposed of by the Participant other than by will or by the laws of descent and distribution.

PLAN ADMINISTRATION

The Chief Administrative Officer shall be the Plan Administrator and shall interpret and construe the provisions of the Notice and this Award Agreement subject to the terms of the Plan and the Compensation Committee’s authority and responsibility thereunder.

PLAN AMENDMENTS AND TERMINATION

The Compensation Committee reserves the right to terminate, adjust, amend or suspend the Plan at any time at its sole discretion.

SECTION 409A

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.

SEVERABILITY

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.

CHOICE OF LAW; JURISDICTION

All questions pertaining to the construction, regulation, validity, and effect of the terms and conditions shall be determined in accordance with the laws of the state of Florida, without regard to the conflict of laws doctrine.

MISCELLANEOUS

By accepting the Performance Units, the Participant authorizes CSX to withhold, to the extent permitted by law, any amount the Participant may otherwise owe to CSX in any other capacity whatsoever.

The grant of the Performance Units does not imply any commitment to continue the Plan, participation in the Plan or any other long-term incentive compensation plan or program for any succeeding year or period. Neither the Plan, nor this grant of Performance Units shall create any employment contract or relationship between CSX or any affiliated company and any Participant.

By accepting this award of Performance Units, 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 [EXECUTION DATE].

Exhibit 10.2

CSX Corporation (“CSX” or the “Company”) has granted to you non-qualified stock options (“Options”) under the Company’s 2020-2022 Long-Term Incentive Plan. The Options provide you with the right to purchase CSX common stock at a pre-established price during a future time period. 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 stock option agreement (the “Option Agreement”), set forth the terms and conditions of this grant.

CSX reserves the right to terminate, change or amend the Plan at any time. Receipt of this grant does not obligate CSX to make any additional grants to you. This Option grant, or a portion thereof, may be subject to forfeiture if you terminate employment as set forth in the Option Agreement.

ACTION REQUIRED: YOU MUST ACCEPT YOUR AWARD AGREEMENT ELECTRONICALLY.

Please review the terms of the Notice, Option Agreement and the Plan carefully; a copy of the Plan is available on etrade.com under Holdings > View Your Grant Document.

NOTICE OF NON-QUALIFIED STOCK OPTION GRANT • CSX CORPORATION    1

Purpose and Objective

CSX Corporation (“CSX” or the “Company”) issues non-qualified stock options, as described in the CSX 2019 Stock and Incentive Award Plan (referred to herein as Options) 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 Options are issued as part of the Company’s 2020 – 2022 Long-Term Incentive Plan and are subject to the terms and conditions of the CSX 2019 Stock and Incentive Award Plan (the “Plan”). An Option represents the right to purchase one share of CSX common stock at a pre-established price during a future time period.

Vesting

The Options may be exercised once vested. Except in the case of Retirement, Disability, death, reduction in force or return to contract employment, one-third of the Options will vest and become exercisable on [Vesting Date 1], one-third of the Options will vest and become exercisable on [Vesting Date 2] and one-third of the Options will vest and become exercisable on [Vesting Date 3].

Impact of Change in Employment Status

Options generally will only vest and can only be exercised by Participants who are actively employed by CSX or its affiliates at the end of the vesting period. In the event of a termination of Participant’s employment before the end of the vesting period for any reason other than death, Disability, Retirement, reduction in force, or return to contract employment, all unvested Options shall be terminated.

Termination Due to Death or Disability Prior to Vesting

In the event of Participant’s separation from employment due to death or Disability, all Options will vest per original vesting schedule. “Disability” shall mean long-term disability as defined in CSX’s long-term disability plan covering the Participant.

Termination Due to Retirement, Reduction in Force, or Return to Contract Prior to Vesting

In the event of Participant’s separation from employment due to Retirement or reduction in force (subject to an executed separation agreement) prior to [Vesting Date], a prorated portion of the Options will vest per original vesting schedule, but based upon the month in which the event occurs. “Retirement “shall mean the attainment of age 55 with a minimum of 10 years of service or the attainment of age 65.

In the event a Participant voluntarily returns to contract employment or returns to contract employment due to a reduction in force, assuming continued employment through [Vesting Date], a prorated portion of the Options will vest per original vesting schedule, but based upon the month in which the event occurs.

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 prior to [Vesting Date] and prior to Participant becoming Retirement eligible, any unvested Options shall lapse and terminate immediately.

NON-QUALIFIED STOCK OPTION GRANT OPTION AGREEMENT • CSX CORPORATION    2

Competing Employment Following Termination

(This provision only applies to Vice Presidents and above, and certain other employees)

Notwithstanding the foregoing, if the Participant’s employment is terminated by reason of a reduction in force prior to vesting and the Participant “Engages in Competing Employment” (as defined below) prior to vesting, then the unvested Options shall be terminated without further obligation on the part of CSX or any affiliate. A Participant Engages in Competing Employment if the Participant works for or provides services for any “Competitor” (as defined below) on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, officer, partner or employee performing functions similar to those performed or managed by the Participant in the two (2) years preceding the Participant’s termination of employment with CSX. For this purpose, a Competitor is any Class I railroad in the United States or Canada, any parent, subsidiary and affiliate of such Class I railroad, and any shortline railroad that connects to CSX, including Genesee & Wyoming and its subsidiaries.

Termination of Employment Following Vesting

In the event of the Participant’s separation from employment due to Retirement, Disability, or Death, the Participant or designated Beneficiary or estate will have until the Expiration Date (as defined in the Notice) to exercise any vested Options. Except as otherwise provided in the Plan, if the Participant separates from employment from CSX (including management and contract positions) for any reason other than Retirement, Disability, or death after the end of the vesting period, Participant will have 60 days after separation from employment to exercise any Options that are vested at separation from employment.

Termination for Cause/Moral Turpitude

If the Participant’s employment is terminated for Cause, as defined in the Plan, all rights under the unvested Options shall lapse and terminate immediately. 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 Options. 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.

Exercise

Participant may exercise these Options, in whole or in part, to purchase a whole number of vested shares at any time by following the exercise procedures below. All exercises must take place before the Expiration Date, or such earlier dates as established by the Notice, Option Agreement or the Plan, or such Options shall otherwise lapse.

Options may be exercised by: (a) paying cash, (b) executing a “cashless” exercise, or (c) executing a “cashless” exercise and “hold” transaction.

Taxation of Stock Options

An exercise of Options may generate federal and applicable state income and employment tax withholding obligations. The full purchase price of the shares being purchased through exercise of Options and the related withholding taxes for federal, state or local jurisdictions must be paid to CSX at the time of an exercise of Options. The Participant acknowledges that CSX shall have the right to deduct any taxes required to be withheld by law in connection with the exercise of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).

Non-Transferability

The Options may not be sold, assigned, pledged, exchanged, or otherwise transferred, encumbered or disposed of by the Participant other than by will or by the laws of descent and distribution, and are exercisable during Participant’s life only by the Participant.

NON-QUALIFIED STOCK OPTION GRANT OPTION AGREEMENT • CSX CORPORATION    3

Change in Control

In the event of a Change in Control (as defined in the Plan) in which CSX is not the successor or acquiring company or a direct or indirect parent entity of the successor or acquiring company (the “Surviving Company”) and the Surviving Company does not arrange to continue or convert the Option 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:

Shareholder Rights

The Options shall confer no other shareholder rights upon the Participant unless and until such time as the Option has been exercised and shares of CSX stock are issued to the Participant.

Not a Contract of Employment or Right to Future Awards

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 Option Agreement is intended solely to provide Participant an incentive to continue existing employment.

Severability

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.

Choice of Law; Jurisdiction

All questions pertaining to the construction, regulation, validity, and effect of the terms and conditions shall be determined in accordance with the laws of the state of Florida, without regard to the conflict of laws doctrine.

Restrictions on Resales of Shares Acquired Pursuant to Option Exercise

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 exercise of the Option, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other option-holders, and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

NON-QUALIFIED STOCK OPTION GRANT OPTION AGREEMENT • CSX CORPORATION    4

Nonqualified Stock Option

The Option is intended to be a nonqualified stock option and is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended and will be interpreted accordingly.

Clawback Provision

The Options shall be subject to any policy regarding the recoupment of incentive compensation that is adopted or maintained by CSX, as such policy may be amended from time to time.

By accepting this award of Options, the Participant acknowledges and agrees that this Option 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 Option Agreement, capitalized terms shall have the meanings ascribed to them in the Plan. This Option Agreement shall be effective as of [EXECUTION DATE].

NON-QUALIFIED STOCK OPTION GRANT OPTION AGREEMENT • CSX CORPORATION    5