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Exhibit 10.21
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
AGREEMENT
DATED ____________
First MI Last
The
Compensation and Development Committee (the
“Committee”) of the Burlington Northern Santa Fe
Corporation (the "Company") Board of Directors has awarded you
(the “Employee”) a grant of performance-based
Restricted Stock Units (“PRSUs”) as
follows:
Grant Date:
Number of
PRSUs:
Vesting Date:
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Performance
Criteria: As defined by the Compensation and Development Committee
from time to time
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The
PRSUs are Restricted Stock Units 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 below. The purpose of the Plan is
to attract and retain key employees possessing outstanding
ability, motivate executives to achieve the growth goals of
BNSF by making a portion of their total compensation dependent
on the accomplishment of these goals and to further the
identity of the interests of the shareholders of BNSF and
key employees of BNSF and its subsidiaries
by increasing the opportunities for these employees to become
shareholders.
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_______________, the award described herein may be withdrawn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.
Restrictions
on Transfer .
P
R
SUs
as referenced
in the Pl an shall not be sold,
pledged, assigned, transferred, or encumbered during the
period the PRSUs are subject to restrictions
set forth in the Award Agreement, and the Employee shall not
be treated as a stockholder with respect to the
P
R
SUs
.
3 .
Stock
Power
.
P
R
SUs
awarded
hereunder shall be registered in the name of the Company on
behalf of the Employee and the Employee’s acceptance of
this Award Agreement constitutes a grant by the Employee of a
power of attorney authorizing a Stock Power to be endorsed in
b lank prior to the distribution with respect to the
award or the forfeiture of the award.
4 .
Dividends
. As
of each dividend record date for Stock occurring on or after
the Grant date of the P R SUs , and prior to the date of
distribution of shares of Stock with respect to the
P
R
SUs
(or, if
applicable, the date of forfeiture of the P R SUs ), the Employee shall
receive as wages a cash payment equal to the
amount of the dividend that would be payable with respect to
shares of Stock equivalent in number to the
P R SU s held on the dividend record
date . Such
payment
shall be
made on the
date of payment of the applicable dividend . Notwithstanding
the foregoing, however, in the event that an extraordinary cash
dividend is paid on Stock prior to the vesting date of the
PRSUs granted herein, a cash payment shall vest and be paid
to the Employee at the same time and in the same proportion
as the PRSUs vest.
5 .
Vesting
. Subject to
paragraph 6 , if the Employee's Date of
Termination does not occur prior to the vesting date of
the
P
R
SU
s, then, to the
extent that the applicable performance criteria are achieved,
the Employee shall become vested in such P R SU s on the vesting
date. As of the vesting date and subject to the payment
of taxes , the Employee shall
receive one share of Stock for each P R SU in which the Employee is
then vested, subject to the terms of the Award Agreement,
provided, however, that the Company shall be entitled to
retain possession of each such share of Stock for
such time as is necessary for the Company to make
distribution of each share of Stock to the
Employee . As of the vesting date of
the shares of Stock with respect to any PRSUs , such PRSUs shall no longer be
outstanding.
6 .
Termination
of Employment . The
P
R
SU
s are
forfeit ed upon the Employee's Date of
Termination (which, for purposes of the Award Agreement,
shall be the earlier of the "Date of Termination" as defined
in the Plan o
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