Exhibit 10(p)
2007 LONG TERM
PLAN
AMENDED AND RESTATED STOCK
UNIT AGREEMENT
Dated: January 30,
2007
This Letter Agreement (the
“Agreement”) will confirm an award to you of stock
units (“Stock Units”), as of the date hereof, by Union
Pacific Corporation (the “Company”), under the 2004
Stock Incentive Plan of the Company, as amended from time to time
(the “Plan”), a copy of which is included in this
database and made a part hereof. This Agreement has been amended
and restated by the Company in accordance with Section 19 of
the Plan, effective as of January 1, 2009, to reflect the
provisions of Section 409A of the Internal Revenue Code, as
amended (the “Code”).
STOCK UNITS
1. GRANT OF UNITS .
The Company hereby awards to you the number of Stock Units, as
shown on Exhibit A of this Agreement, each evidencing the right to
receive, upon the terms and subject to the conditions set forth in
this Agreement and the Plan, (i) one share of Union Pacific
Corporation Common Stock, $2.50 par value per share (“Common
Stock”) and (ii) a payment in cash equal to the amount
of dividends that would have been payable on one share of Common
Stock (“Dividend Equivalent Payments”), provided the
applicable Performance Criteria described below have been
satisfied.
2. RESTRICTION PERIOD
. The period during which the restrictions set forth herein and in
the Plan shall apply to your right to receive the Stock Units
granted to you shall commence on the date hereof and expire on
January 31, 2010 if the Performance Criteria described below
for such Stock Units have been satisfied (the “Restriction
Period”), subject to the provisions of Section 6 hereof.
During the Restriction Period, you may be entitled to receive
Dividend Equivalent Payments, subject to the provisions of
Section 4 hereof.
3. PERFORMANCE
CRITERIA . The Performance Criteria is annual Return on
Invested Capital (“ROIC”). However, such Performance
Criteria are of no force and effect unless and until the Company
has operating income (“Operating Income”) in one or
more of fiscal years 2007, 2008 or 2009. The definition and
calculation of annual ROIC and Operating Income shall be determined
in accordance with the Long Term Plan document approved and adopted
by the Compensation and Benefits Committee of the Company’s
Board of Directors (the “Committee”).
For the fiscal year ending
December 31, 2007, you may earn up to one-third of your Stock
Unit Target Award as shown on Exhibit A for those Stock Units which
have met the
applicable ROIC Performance Criteria. For the
fiscal year ending December 31, 2008, you may earn up to a
total of two-thirds of your Stock Unit Target Award as shown on
Exhibit A based on the average of the first two fiscal years of
ROIC performance achieved less any Stock Units earned in the first
fiscal year. For the fiscal year ending December 31, 2009, you
may earn up to two hundred percent of your Stock Unit Target Award
as shown on Exhibit A based on the average of all three fiscal
years (2007, 2008, and 2009) of ROIC performance achieved less any
Stock Units earned in the first two fiscal years.
4. DIVIDEND EQUIVALENT
RIGHTS . During the Restriction Period, for those Stock
Units which have met the applicable Performance Criteria, unless
otherwise determined by the Committee, you shall be entitled to
receive Dividend Equivalent Payments. Once such Stock Units are
earned, Dividend Equivalent Payments shall be made on the payment
date established by the Board of Directors for the underlying
dividend payments; provided, however, that if you have elected to
defer receipt of such Stock Units in accordance with the terms of
the Deferred Compensation Plan of Union Pacific Corporation (the
“Deferred Compensation Plan”), payment of such Dividend
Equivalent Payments shall be made in accordance with the provisions
of Section 11 of the Plan.
5. RESTRICTIONS .
(i) You shall be entitled to delivery of the shares of Common
Stock only as specified in Section 6 hereof; (ii) none of
the Stock Units may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of; (iii) your right to
receive Dividend Equivalent Payments shall terminate without
further obligation on the part of the Company at the earlier of
your separation from service with the Company or a Subsidiary (as
defined in the Plan), or your right to receive Common Stock under
Section 6 hereof; (iv) all of the Stock Units shall be
forfeited and all of your rights to such Stock Units and the right
to receive Common Stock shall terminate without further obligation
on the part of the Company in the event of your separation from
service with the Company or a Subsidiary without having a right to
delivery of shares of Common Stock under Section 6 hereof and
(v) any Stock Units not earned as of the end of the
Restriction Period shall be forfeited and all of your rights to
such Stock Units shall terminate without further obligation on the
part of the Company.
6. LAPSE OF RESTRICTIONS AND
PAYMENT OF STOCK UNITS . (i) At the end of the
Restriction Period and provided you have remained continuously
employed by the Company or a Subsidiary, unless otherwise
determined by the Committee, shares of Common Stock equal to the
number of Stock Units which have met the applicable Performance
Criteria shall be delivered to you (through your account at the
Company’s third party stock plan administrator, if
applicable) free of all restrictions, provided the Company has
Operating Income in one or more of the fiscal years 2007, 2008 or
2009. The payment of the Stock Units under this Section 6(i)
shall be made in accordance with the provisions of
Section 9(f) of the Plan.
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(ii) (A) If you have a
separation from service with the Company or a Subsidiary prior to
the end of the Restriction Period and prior to a Change in Control
because you die or become disabled (as determined under the
provisions of the Company’s or a Subsidiary’s long-term
disability plan), unless otherwise determined by the Committee,
you, your estate or your beneficiary, as the case may be, shall be
entitled to receive shares of Common Stock equal to the number of
Stock Units which have met the applicable Performance Criteria
through the end of the fiscal year ending prior to the date of your
death or disability, as the case may be, provided the Company has
Operating Income in one or more of the fiscal years 2007, 2008 or
2009 and further provided that such fiscal year precedes the date
of your death or disability. The payment of the Stock Units under
this Section 6(ii)(A) shall be made in accordance with the
payment provisions of Section 9(c) of the Plan, subject, to
the extent applicable, to Section 6(v) of this Agreement.
(B) Section 9(e)(i) of the Plan pertaining to the vesting
of Stock Units upon retirement at or after actual age 65 shall not
be applicable. However, if you remain continuously employed and
retire at or after actual age 60 under the provisions of the
Company’s or a Subsidiary’s pension plan, you shall be
entitled to receive the number of Stock Units which have met the
applicable Performance Criteria through the end of the fiscal year
ending prior to the date of your retirement, provided the Company
has Operating Income in one or more of the fiscal years 2007, 2008
or 2009 and further provided that such fiscal year precedes the
date of your retirement. The payment of the Stock Units under this
Section 6(ii)(B) shall be made in accordance with the
provisions of Section 9(f) of the Plan.
(iii) If a Change in Control occurs
prior to the end of the Restriction Period and prior to your death,
disability or having retired after attaining Retirement Status (as
defined in Section 2 of the Plan with respect to Stock Units
granted in 2007), shares of Common Stock equal to the number of
Stock Units that would have been deliverable if the Performance
Criteria shall have been satisfied at the greater of one hundred
perce
