2000 Directors Stock Plan - Union Pacific Corp.
UNION PACIFIC CORPORATION
2000 DIRECTORS STOCK PLAN
The purpose of the Union Pacific Corporation 2000 Directors Stock Plan (the
'Plan') is to advance the interests of Union Pacific Corporation, a Utah
corporation (the 'Company'), by enabling the Company to attract, retain and
motivate qualified individuals to serve on the Company's Board of Directors
and to align the financial interests of such individuals with those of the
Company's stockholders by providing for or increasing their proprietary
interest in the Company.
(a) 'Board' means the Board of Directors of the Company.
(b) 'Committee' means the Board and/or a committee of the Board acting
pursuant to its authorization to administer this Plan under Section 7.
(c) 'Common Stock' means the Company's Common Stock, par value $2.50, as
presently constituted, subject to adjustment as provided in Section 8.
(d) 'Fair Market Value' means, as of any date, and unless the Board shall
specify otherwise, the average of the high and low trading prices of a
share of Common Stock as reported in the Wall Street Journal listing
of composite transactions for New York Stock Exchange issues.
(e) 'Non-Employee Director' means a member of the Board who is not at the
time also an employee or former employee of the Company or any of its
direct or indirect majority-owned subsidiaries (regardless of whether
such subsidiary is organized as a corporation, partnership or other
(f) 'Restricted Shares' means shares of Common Stock granted under Section
6(c) of the Plan.
(g) 'Restricted Share Units' means the right to receive in the future a
share of Common Stock granted under Section 6(c) of the Plan.
(h) 'Retirement' of a Participant means termination of service as a
director of the Company other than for cause, if (A) the
Participant at the time of termination was ineligible for continued
service as a director under the Company's Retirement Policy, or (B)
the Participant had served as a director of the Company for at least
three years from the date Restricted Shares were granted to such
Participant, and such termination is (i) due to Participant's taking a
position with or providing services to a governmental, charitable or
educational institution whose policies prohibit continued service on
the Board, (ii) due to the fact that continued service as a director
would be a violation of law, or (iii) not due to the voluntary
resignation or refusal to stand for reelection by the Participant.
(i) 'Stock Grant' means the grant of 1,000 Restricted Shares or Restricted
Share Units, as determined by the Committee.
3. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 8, the maximum number of
shares of Common Stock which may be issued pursuant to this Plan shall not
exceed 550,000, no more than 50,000 of which may be issued as Stock Grants.
Shares issued under this Plan may be authorized and unissued shares of
Common Stock or shares of Common Stock reacquired by the Company. All or
any shares of Common Stock subject to a stock option under the Plan which
for any reason are not issued may again be made subject to a stock option
or Stock Grant under the Plan.
Any person who is a Non-Employee Director shall be a participant hereunder
(each a 'Participant').
(a) (i) Unless determined otherwise below, commencing January 1, 2001,
each Participant shall receive annually, on the date of the first
meeting of the Board of Directors of a calendar year, an option to
purchase a number of shares of Common Stock determined by dividing
60,000 by 1/3 of the Fair Market Value on the date of such annual
meeting of one share of Common Stock, with the resulting quotient
rounded (up or down, as the case may be) to the nearest 50 shares; and
(ii) Each Non-Employee Director shall upon his or her initial election
to the Board receive a Stock Grant effective as of the date of such
election. A Participant shall not be required to make any payment for
a Stock Grant granted hereunder.
(b) Subject always to Section 5(c), the Board may in its discretion adjust
the formula set forth in Section 5(a)(i) pursuant to which the number
of shares subject to an option shall be determined, provided that no
such adjustment shall effect any option then outstanding under the
(c) Subject to adjustment pursuant to Section 8, the maximum number of
shares of Common Stock subject to stock options awarded under this
Plan during any calendar year to any person on account of his or her
service as a Non-Employee Director shall not exceed 5,000 shares.
6. TERMS AND CONDITIONS OF STOCK AWARDS
(a) General Terms and Conditions: Stock options and Stock Grants awarded
pursuant to the Plan need not be identical but each stock option and
Stock Grant shall be subject to the following general terms and
(i) Terms and Restrictions Upon Shares: The Board may provide that
the shares of Common Stock issued upon exercise of a stock option or
receipt of a Stock Grant shall be subject to such further conditions,
restrictions or agreements as the Board in its discretion may specify
prior to the exercise of such stock option or receipt of a Stock
Grant, including without limitation, deferrals on issuance, conditions
on vesting or transferability, and forfeiture or repurchase
provisions. The Committee may permit a Participant to elect to defer
receipt of all or part of the Common Stock issuable upon the exercise
of a stock option or receipt of a Stock Grant, pursuant to rules and
regulations adopted by the Committee.
(ii) Other Terms and Conditions: Except as set forth herein, no holder
of a stock option or Stock Grant shall have any rights as a
stockholder with respect to any shares of Common Stock subject to a
stock option or Stock Grant hereunder until said shares have been
issued. Stock options or Stock Grants may also contain such other
provisions, which shall not be inconsistent with any of the foregoing
terms, as the Board or the Committee shall deem appropriate. The Board
may waive conditions to and/or accelerate exercisability of a stock
option or vesting of a Stock Grant, either automatically upon the
occurrence of specified events (including in connection with a change
of control of the Company) or otherwise in its discretion. No stock
option or Stock Grant, however, nor anything contained in the Plan,
shall confer upon any Participant any right to serve as a director of
(b) Terms and Conditions of Stock Options
(i) Term of Stock Options: Each stock option granted pursuant to
the Plan shall have a term of ten years from the date of grant.
(ii) Transferability of Stock Options: Unless otherwise provided by
the Committee, each stock option shall be transferable only by will or
the laws of descent and distribution.
(iii) Vesting of Stock Options: Unless otherwise provided by the
Committee in awarding a stock option, each stock option granted
pursuant to the Plan shall vest in full on the first anniversary of
the grant date for such option; provided, however, that, unless
otherwise provided by the Committee, in the event of the death or
disability (as determined by the Committee) of a Participant, any
unvested option granted pursuant to the Plan shall vest immediately.
(iv) Exercise of Stock Option after Termination of Service: Unless
otherwise provided by the Committee in awarding a stock option, in the
event a Non-Employee Director ceases to be a director of the Company
for any reason, such Non-Employee Director shall be able to exercise
any stock options held by such Non-Employee Director and vested on the
date of such termination for a period of five years after the date of
such termination; provided, that (i) in no event shall any stock
option be exercisable after expiration of such option's ten year term
and (ii) any unexercised stock option shall expire immediately upon a
Participant's removal for cause from the Board.
(v) Stock Option Price: The exercise price for each stock option
shall be the Fair Market Value of the stock on the date of grant. The
exercise price for a stock option previously awarded under the Plan
may not be adjusted or amended, except as provided in Section 8. The
exercise price shall be payable in cash, by payment under an
arrangement with a broker where payment is made pursuant to an
irrevocable direction to the broker to deliver all or part of the
proceeds from the sale of the option shares to the Company, by the
surrender of shares of Common Stock owned by the optionholder
exercising the option and having a fair market value, as determined by
the Committee, on the date of exercise equal to the exercise price but
only if such will not result in an accounting charge to the Company,
or by any combination of the foregoing. In addition, the exercise
price shall be payable in such other form(s) of consideration as the
Committee in its discretion shall specify.
(c) Stock Grant Terms
(i) Unless otherwise provided by the Committee in its discretion,
at the time of grant of Restricted Shares to a Participant, a
certificate representing 1,000 shares of Common Stock shall be
registered in such Participants' name and shall be held by the Company
for his or her account. Unless otherwise provided by the Committee in
its discretion, the Participant shall have the entire beneficial
ownership interest in, and all rights and privileges of a stockholder
as to, such Restricted Shares, including the right to vote such
restricted Shares and the right to receive dividends, subject to the
following restrictions: (A) the Participant shall not be entitled to
delivery of such stock certificate until the expiration of the
Restriction Period (as hereinafter defined); (B) none of the
Restricted Shares may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of during the Restriction Period; (C)
all of the Restricted Shares shall be forfeited and all rights of the
Participant to such Restricted Shares shall terminate without further
obligation on the part of the Company if the Participant ceases to be
a director of the Company for any reason other than death, disability
(as determined by the Committee), or Retirement. Any shares of Common
Stock or other securities or property received as a result of a
transaction listed in Section 8 hereof shall be subject to the same
restrictions as such Restricted Shares.
(ii) At the end of the Restriction Period all restrictions
applicable to the Restricted Shares shall lapse, and a stock
certificate for a number of shares of Common Stock equal to the number
of Restricted Shares, free of all restrictions, shall be delivered to
the Participant or his beneficiary, as the case may be. 'Restriction
Period' shall mean the period commencing on the date of grant of
Restricted Shares and ending on the date such director ceases to be a
director of the Company by reason of death, disability (as determined
by the Committee) or Retirement.
(iii) Awards of Restricted Share Units shall be payable in shares of
Common Stock. The provisions of Section 6(c)(i) and 6(c)(ii) of the
Plan relating to the vesting and forfeiture of Restricted Shares shall
apply to any award of Restricted Stock Units. Any award of Restricted
Share Units may provide the Participant with the right to receive
dividend payments or dividend equivalent payments on the Common Stock
subject to the award, whether or not such award has vested. Such
payments may be made in cash or may be credited to a Participant's
account and later settled in cash or Common Stock or a combination
thereof, as determined by the Committee. Such payments and
credits may be subject to such conditions and contingencies as the
Committee may establish.
7. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board, except that as provided herein
the Plan may be administered by a Committee of the Board, as appointed from
time to time by the Board. The Board shall fill vacancies on and from time
to time may remove or add members to the Committee. The Committee shall act
pursuant to a majority vote or unanimous written consent.
Subject to the express provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in
connection with the administration of this Plan, including, without
limitation: (a) to prescribe, amend and rescind rules relating to this Plan
and to define terms not otherwise defined herein; (b) to prescribe the form
of documentation used to evidence any stock option or Stock Grant awarded
hereunder, including provision for such terms as it considers necessary or
desirable, not inconsistent with the terms established by the Board; (c) to
establish and verify the extent of satisfaction of any conditions to
exercisability applicable to stock options or to receipt or vesting of
Stock Grants; (d) to determine whether, and the extent to which,
adjustments are required pursuant to Section 8 hereof; and (e) to interpret
and construe this Plan, any rules and regulations under the Plan and the
terms and conditions of any stock option or Stock Grant awarded hereunder,
and to make exceptions to any procedural provisions in good faith and for
the benefit of the Company. Notwithstanding any provision of this Plan, the
Board may at any time limit the authority of the Committee to administer
All decisions, determinations and interpretations by the Board or, except
as to the Board, the Committee regarding the Plan, any rules and
regulations under the Plan and the terms and conditions of any stock option
or Stock Grant awarded hereunder, shall be final and binding on all
Participants and holders of stock options or Stock Grants. The Board and
the Committee may consider such factors as it deems relevant, in its sole
and absolute discretion, in making such decisions, determinations and
interpretations including, without limitation, the recommendations or
advice of any officer or other employee of the Company and such attorneys,
consultants and accountants as it may select.
All questions pertaining to the construction, regulation, validity and
effect of the Plan shall be determined in accordance with the laws of the
State of Utah.
8. ADJUSTMENT OF AND CHANGES IN THE STOCK
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of shares or securities, or if cash, property or
shares or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization,
reclassification, dividend (other than a regular cash dividend), or other
distribution, stock split, reverse stock split, spin-off or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless the terms of such transaction shall provide otherwise, the maximum
number and type of shares or other securities that may be issued under this
Plan shall be appropriately adjusted. The Committee shall determine in its
sole discretion the appropriate adjustment to be effected pursuant to the
immediately preceding sentence. In addition, in connection with any such
change in the class of securities then subject to this Plan, the Committee
may make appropriate and proportionate adjustments in the number and type
of shares or other securities or cash or other property that may be
acquired pursuant to stock options or Stock Grants theretofore awarded
under this Plan and the exercise price of such stock options or price, if
any, of such Stock Grants.
No right to purchase or receive fractional shares shall result from any
adjustment in stock options or Stock Grants pursuant to this Section 8. In
case of any such adjustment, the shares subject to the stock option or
Stock Grant shall be rounded up to the nearest whole share of Common Stock.
9. REGISTRATION, LISTING OR QUALIFICATION OF STOCK
In the event that the Board or the Committee determines in its discretion
that the registration, listing or qualification of the shares of Common
Stock issuable under the Plan on any securities exchange or under any
applicable law or governmental regulation is necessary as a condition to
the issuance of such shares under the stock option or Stock Grant, the
stock option or Stock Grant shall not be exercisable or exercised in whole
or in part unless such registration, listing, qualification, consent or
approval has been unconditionally obtained.
10. EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PLAN
This Plan shall become effective upon its approval by the Company's
shareholders at the Company's 2000 annual meeting of stockholders.
The Board may periodically amend the Plan as determined appropriate,
without further action by the Company's stockholders except to the
extent required by applicable law. Notwithstanding the foregoing, and
subject to adjustment pursuant to Section 8, the Plan may not be amended to
materially increase the number of shares of Common Stock authorized for
issuance under the Plan, unless any such amendment is approved by the
Company's stockholders. The Plan may be terminated at such time as the
Board may determine. Termination and expiration of the Plan will not affect
the rights and obligations arising under stock options or Stock Grants
theretofore awarded and then in effect.