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Exhibit 10.18
BURLINGTON NORTHERN
SANTA FE
1999 STOCK INCENTIVE
PLAN
RESTRICTED
STOCK UNIT AWARD AGREEMENT
This Award Agreement
("Award Agreement") was made and entered into this
[_______________]
(“Grant
Date”) by and between Burlington Northern Santa Fe
Corporation, a Delaware Corporation, (hereinafter "BNSF")
and
_____________________
an employee of BNSF
or one of its subsidiary companies (hereinafter
"Employee").
W I
T
N
E
S
S
E
T
H
BNSF has adopted the Burlington
Northern Santa Fe 1999 Stock Incentive Plan for Burlington Northern
Santa Fe Corporation and Related Companies (the
"Plan"). The purpose of the Plan is to attract and
retain key executives 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 executives of BNSF and its
subsidiaries by increasing the opportunities for these executives
to become shareholders.
WHEREAS, the Compensation and
Development Committee ("Committee") of the BNSF Board of Directors
wishes to encourage superior performance by the Employee by
granting Employee an award of Restricted Stock Units as defined in
the Plan;
WHEREAS, the Employee desires to
perform services for BNSF and to accept said grant in accordance
with the terms and provisions of the Plan and this Award
Agreement;
NOW THEREFORE, BNSF grants
to the Employee [_____]
shares of
Restricted Stock Units (“Award”) with the
restrictions to lapse on [_____________]
as set forth
below.
BNSF and Employee hereby agree
that this Award of Restricted Stock Units shall be subject to the
following terms, conditions and restrictions:
1.
Restrictions
on Transfer . Restricted
Stock Units as referenced in the Plan shall not be sold,
pledged, assigned, transferred, or encumbered during the
period the Restricted Stock Units are subject to restrictions
set forth in this Award Agreement, and the Employee shall not
be treated as a stockholder with respect to the Restricted
Stock Units.
2.
Stock
Power .
Restricted Stock Units 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.
3.
Dividends
. As
of each dividend record date for Stock occurring on or after
the Grant Date of the Restricted Stock Units, and prior to
the date of distribution of shares of Stock with respect to
the Restricted Stock Units (or, if applicable, the date of
forfeiture of the Restricted Stock Units), 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 Restricted Stock Units 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 Restricted
Stock Units granted herein, a cash payment shall vest and be
paid to the Employee at the same time and in the same
proportion as the Restricted Stock Units vest.
4.
Vesting
. Subject to
paragraph 5, if the Employee's Date of Termination does not
occur prior to the vesting date of the time-based Restricted
Stock Units, then the Employee shall become vested in such
Restricted Stock Units 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 Restricted
Stock Unit in which the Employee is then vested, subject to
the terms of this 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 the distribution of each share of Stock to
the Employee. As of the vesting date of the shares
of Stock with respect to any Units, such Units shall no
longer be outstanding.
5.
Termination
of Employment . The Restricted
Stock Units are forfeited upon the Employee's Date of
Termination (which, for purposes of this Award Agreement,
shall be the earlier of the "Date of Termination" as defined
in the Plan or the date on which the Employee ceases to be in
salaried employment of the Company and Related Companies) for
any reason other than death, Disability,
termin
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