Exhibit 10(k)
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)
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
The purpose of this Union Pacific
Corporation Stock Unit Grant and Deferred Compensation Plan for the
Board of Directors (409A Non-Grandfathered Component) (the
“Plan” or “Non-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 Plan, one such component is applicable solely to
those amounts that were not, as of December 31, 2004, credited
to a Director’s Account(s), or as to which the Director did
not have 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). 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 Grandfathered Component), as Amended and Restated
Effective 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 Non-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 or as to
which the Director had a vested right as of December 31,
2004.
Any individual (a
“Director”) serving as a member of the Board as of the
effective date of the Stock Unit Grant and Deferred Compensation
Plan for the Board of Directors, or who subsequently becomes a
member, is eligible under the Stock Unit Grant and Deferred
Compensation Plan for the Board of Directors, other than members of
the Board who are
employees of the Company or any of its
subsidiaries. This Non-Grandfathered Plan applies to amounts
deferred and credited hereunder on and after January 1,
2005.
Each full quarterly installment of a
Director’s Compensation shall be accompanied by the grant of
an amount of whole Stock Units equal to $25,000 (as such amount may
be changed from time to time by the Board) divided by the Fair
Market Value of one share of the Company’s Common Stock on
the first business day of the month following the quarter in which
such Compensation was earned, plus cash in lieu of any fractional
Stock Unit resulting from such calculation. A pro-rata grant of
Stock Units will accompany any partial quarterly Compensation
installment. “Fair Market Value” on a date means the
average of the high and low trading prices per share on that date,
as reported in The Wall Street Journal listing of
consolidated trading for New York Stock Exchange issues. Stock
Units and cash so granted shall be credited to such
Director’s Stock Unit Account referred to in paragraph 7, and
shall be paid in cash to the Director following Separation from
Service at the time and in the manner described in
Section 8.
An election to defer Compensation is
to be made on or before December 31 of any year for
Compensation for services as a member of the Board for the
following and later calendar years. Effective for deferrals with
respect to calendar years beginning with 2005, such deferred
Compensation shall be paid, or begin to be paid, at the time
described in Section 8(a), and such deferral election shall
designate the manner of payment from among the options described at
Section 8(b). Such deferral election and/or designation of the
manner of payment, once made, shall be irrevocable.
A Director’s election to
defer, as well as a Director’s designation of the manner of
payment, is a continuing election until changed by the Director on
or before December 31 of any year for the then following and
later calendar years. Any such change shall be prospective only, as
to amounts deferred with respect to Compensation for services as a
member of the Board rendered in a calendar year or years following
the date of the election or designation. Once an election or
designation is made (and effective), subsequent elections or
designation will have no effect on the amounts, timing and manner
of payment covered by the previous election or
designation.
Any newly elected Director who was
not a Director on the preceding December 31 may elect, before
his term begins, to defer Compensation for services as a member of
the Board for the balance of the calendar year following such
election.
Forms shall be made available to
Directors each year for the purpose of making or changing their
deferral elections.
All or any portion, in multiples of
1%, of a Director’s Compensation may be deferred.
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