Exhibit 10(l)
UNION PACIFIC CORPORATION
STOCK UNIT GRANT AND DEFERRED
COMPENSATION PLAN
FOR THE
BOARD OF DIRECTORS
(409A Grandfathered
Component)
(As amended and restated in its
entirety, effective as of January 1, 2009)
Union Pacific Corporation
Stock Unit Grant and Deferred Compensation
Plan
for the Board of Directors
(409A Grandfathered Component)
(As Amended and Restated Effective as of
January 1, 2009)
The purpose of this Union Pacific
Corporation Stock Unit Grant and Deferred Compensation Plan for the
Board of Directors (409A Grandfathered Component) (the
“Plan” or “Grandfathered Plan”) is to
permit grants of Stock Units to Directors to align their interests
with those of stockholders, and to provide a means for deferring
payment of all or a portion of any cash compensation, excluding
expenses, payable to Directors for their service on the Board of
Directors (the “Board”) of Union Pacific Corporation
(the “Company”) in accordance with Article II,
Section 4 of the By-Laws of Union Pacific Corporation. Such
compensation eligible to be deferred, not including any Stock Unit
grants under Section 4, is referred to herein as
“Compensation”.
The Stock Unit Grant and Deferred
Compensation Plan for the Board of Directors was bifurcated into
two components, effective January 1, 2009. As reflected in the
terms of this Grandfathered Plan, one such component is applicable
solely to those amounts that were, as of December 31, 2004,
credited to a Director’s Account(s) or as to which the
Director had a vested right on such date in accordance with the
terms of the Stock Unit Grant and Deferred Compensation Plan for
the Board of Directors as in effect on December 31, 2004
(including related investment gains and losses occurring
thereafter). The terms of the Grandfathered Plan have not been
materially modified after October 3, 2004. With respect to any
other amounts credited to a Director’s Account(s) under the
Stock Unit Grant and Deferred Compensation Plan for the Board of
Directors, the right of the Director and his beneficiaries shall be
governed by the component of the Stock Unit Grant and Deferred
Compensation Plan for the Board of Directors known as the
“Union Pacific Corporation Stock Unit Grant and Deferred
Compensation Plan for the Board of Directors (409A
Non-Grandfathered Component), effective as of January 1,
2009.” Prior to January 1, 2009, with respect to all
amounts credited thereunder that were subject to Section 409A
of the Code, the Stock Unit Grant and Deferred Compensation Plan
for the Board of Directors was administered in good faith
compliance with section 409A of the Code. Under no circumstances
shall a Director’s Account under this Grandfathered Plan be
deemed to include amounts (including investment gains and losses
thereon) which under the terms of the Union Pacific Corporation
Stock Unit Grant and Deferred Compensation Plan for the Board of
Directors were credited after December 31, 2004 or were not
vested as of that date.
Any individual (a
“Director”) who is a current or former member of the
Board and has one or more Accounts referred to in Section 6
which has not been distributed pursuant to Section 7 is a
participant in the Grandfathered Plan.
Prior to January 1, 2005, Stock
Unit grants were made in accordance with the terms of the Stock
Unit Grant and Deferred Compensation Plan for the Board of
Directors as in effect at such time. Such Stock Unit grants were
deferred and credited to the Stock Unit Account described in
Section 6.
Prior to January 1, 2005, a
Director was permitted to defer Compensation in accordance with the
terms of the Stock Unit Grant and Deferred Compensation Plan for
the Board of Directors in effect at such time. Such deferred
Compensation was credited to the Accounts described in
Section 6.
Each Director shall have a Stock
Unit Account and may have one or more Other Accounts (together, the
“Accounts”). At any time, a Director may transfer all
or any part of the balance of any of his or her Other Accounts to
another of his or her Other Accounts subject to any regulations
regarding such transfer adopted by the Board. In addition, at any
time on or after the 30th day after the date of a Director’s
termination from the Board, such Director may transfer all or any
part of the balance of any of his or her Accounts to another of his
or her Accounts, pursuant to any regulations regarding such
transfers adopted by the Board.
On the payment date for each cash
dividend or other cash distribution with respect to the
Company’s Common Stock, each Director’s Stock Unit
Account shall be credited with an amount equal to the amount of the
per share dividend or distribution, multiplied by the number of
Stock Units in such Account, and, if such Director is then serving
as a member of the Board, shall be converted into whole Stock Units
on the basis of the Fair Market Value of the Company’s Common
Stock on the payment date for
