Exhibit 10(q)
2008 LONG TERM
PLAN
AMENDED AND RESTATED STOCK
UNIT AGREEMENT
Dated: January 31,
2008
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 grant
package on this website 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
January 31, 2011 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 2008, 2009 or 2010. 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, 2008, 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, 2009, 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, 2010, 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 (2008, 2009, and 2010) 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 2008, 2009 or
2010. 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.
(ii) 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 2008, 2009 or 2010 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) 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.
(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 2008), 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
percent of your Stock Unit Target Award as shown on Exhibit A or
the number of Stock Units that would have been delivered based on
the Performance Criteria satisfied through the end of each fiscal
year prior to the occurrence of such Change in Control and through
the end of the most recent fiscal quarter ending prior to the date
of the Change in Control shall be delivered to you (through your
account at the Company’s third party administrator, if
applicable) free of all restrictions, provided the Com
