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Exhibit 10.17
STOCK
OPTION AWARD AGREEMENT
DATED
____________________
The
Compensation and Development Committee of the Burlington
Northern Santa Fe Corporation (“BNSF” or the
“Company”) Board of Directors has awarded you (the
“Employee”) a grant of Non-Qualified Stock Options
(“NQSOs” or “Options”) as
follows:
Grant Date:
Total Number of
NQSOs:
Option Price:
Vesting -- First
Third
--
Second Third
--
Last Third
Expiration
Date:
The
Options are granted under and governed by the terms and
conditions of the BNSF 1999 Stock Incentive Plan (the
“Plan”) and the terms and conditions set forth
herein below.
To
accept this Award Agreement, you must click on the acceptance
box at the end of this Agreement. Anything herein
contained to the contrary notwithstanding, unless this Award
Agreement is electronically accepted or executed by the
Employee and delivered to the Secretary of BNSF on or before
_______________, the award described herein may be withdrawn
and cancelled by the Company.
By
your acceptance of this Award Agreement:
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(1)
you agree to abide by the terms and conditions of the Plan and this
Award Agreement; and
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(2)
you attest that you were a salaried employee of the Company or a
Related Company on _________________, with respect to the award
made herein
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The following terms and
conditions shall apply to the award made by this Award
Agreement.
1.
Acceptance
. The Employee agrees to perform services for BNSF or its
Related Companies and accepts this grant along with the terms
and provisions of the Plan and this Agreement.
2.
Right to
Purchase . BNSF grants the Employee a right and option
to purchase, from time to time, the number of shares of Stock
("Option Shares") specified in this Agreement, providing the
purchase(s) occurs during the exercise period, beginning on
the respective vesting dates specified herein and ending no
later than ten years after the date of grant, but in no event
earlier than six (6) months from the date of grant. This
grant of NQSOs, is subject to the terms and conditions of
this Agreement and the Plan.
3.
Restricted
Period . The Options granted hereby shall vest as set
forth above. Fractional Options are not
exercisable.
4.
Partial
Exercise . The grant of Options hereunder may be
exercised in its entirety or in part and at different times
during the exercise period. However, the right to exercise an
Option ceases and the Option may not be exercised if it
terminates or lapses at an earlier date under the Plan or
this Agreement.
5.
Taxes
. The
Employee agrees that BNSF or the Related Companies may
require payment by Employee of federal, state, railroad
retirement or local taxes upon the exercise of
Options. Employee may use cash or shares to
satisfy tax liabilities incurred, provided that if shares are
used, shares from Options being exercised may be used only to
satisfy (i) applicable railroad retirement taxes, and (ii)
state income taxes and federal income taxes to the extent of
the Supplemental Federal Income Tax Withholding Rate as
established by the Internal Revenue Code. Any
additional taxes may be satisfied by use of attestation of
ownership of other shares, provided, however, that the total
shall not exceed the combined maximum marginal tax rates
applicable under federal and state tax laws. In
the absence of a response from the Employee, BNSF will use
shares to satisfy the tax liabilities incurred.
6.
Exercise
Notice . Same-day-sale, sell-to-cover, and cash
exercises must be completed through E*TRADE or such other
party as the Company may designate (the
“Administrator”). Swap exercises may
be completed by written notice to the Administrator which
states the number of shares to be exercised and is effective
upon receipt by the Administrator. Once the notice
to exercise is delivered to the Administrator, the election
to exercise is irrevocable.
7.
Payment of
Option Purchase Price . An Employee electing to
exercise an Option must pay the full Option purchase price of
the Option Shares on the date of exercise. Payment may be
made in cash or Stock of BNSF. If Stock is offered as
payment, such shares shall be valued at Fair Market Value on
the date of exercise
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