{"id":40741,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/up-shares-stock-option-plan-union-pacific-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"up-shares-stock-option-plan-union-pacific-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/up-shares-stock-option-plan-union-pacific-corp.html","title":{"rendered":"UP Shares Stock Option Plan &#8211; Union Pacific Corp."},"content":{"rendered":"<pre>\n================================================================================\n\n\n\n                           UP SHARES STOCK OPTION PLAN\n\n                                       of\n\n                            UNION PACIFIC CORPORATION\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                         Effective as of April 30, 1998\n\n\n\n================================================================================\n\n   2\n\n                           UP SHARES STOCK OPTION PLAN\n                          OF UNION PACIFIC CORPORATION\n\n\n1.       PURPOSE\n\n         The purpose of the UP Shares Stock Option Plan of Union Pacific\nCorporation is to promote and closely align the interests of employees of the\nCompany and its Participating Subsidiaries with the Company's shareholders by\nproviding stock-based compensation. The Plan is intended to strengthen the\nCompany's ability to reward performance which enhances long-term shareholder\nvalue and to increase employee stock ownership through performance-based\ncompensation.\n\n2.       DEFINITIONS\n\n         The following terms shall have the following meanings:\n\n         \"Act\" means the Securities Exchange Act of 1934, as amended.\n\n         \"Active Service\" means performing service or being eligible to perform\nservice.\n\n         \"Administrator\" means the Committee and any executive officer of the\nCompany when acting pursuant to authority delegated by the Committee pursuant to\nSection 3.\n\n         \"Beneficiary\" means any person or persons designated in writing by an\nOptionee to the Committee on a form prescribed by it for that purpose, which\ndesignation shall be revocable at any time by the Optionee prior to his or her\ndeath, provided that, in the absence of such a designation or the failure of the\nperson or persons so designated to survive the Optionee, \"Beneficiary\" shall\nmean such Optionee's estate; and further provided that no designation of\nBeneficiary shall be effective unless it is received by the Company before the\nOptionee's death.\n\n         \"Board\" means the Board of Directors of the Company.\n\n         \"Committee\" means the Committee designated by the Board to administer\nthis Plan pursuant to Section 3.\n\n         \"Common Stock\" means the Common Stock, par value $2.50 per share, of\nthe Company.\n\n         \"Company\" means Union Pacific Corporation, a Utah corporation, or any\nsuccessor corporation.\n\n         \"Eligible Employee\" has the meaning set forth in Section 5.\n\n         \"Option\" means each stock option granted under this Plan, all of which\nshall be non-qualified.\n\n         \"Optionee\" means any Eligible Employee of the Company or a\nParticipating Subsidiary (including directors who are also such employees) who\nis granted an option under this Plan.\n\n   3\n\n         \"Participating Subsidiary\" means each Subsidiary of the Company other\nthan (A) Overnite Transportation Company, a Virginia corporation, and its\nsubsidiaries, and (B) Skyway Freight Systems, Inc., a California corporation,\nand its subsidiaries.\n\n         \"Performance Criteria\" means for the period from May 1, 1998 to April\n30, 1999, reportable injuries and lost work days per 200,000 man-hours improve\nan average of 20% or more over the period from May 1, 1997 to April 30, 1998 and\nthe average Service Delivery Index as calculated by UPRR is 66 or more.\n\n         \"Plan\" means this UP Shares Stock Option Plan of Union Pacific\nCorporation, as amended from time to time.\n\n         \"Stock Administrator\" means the Company's third party stock\nadministrator or any other person designated by the Committee to assist in the\nadministration of the Plan.\n\n         \"Subsidiary\" means any corporation of which the Company or UPRR, as the\ncase may be, owns directly or indirectly at least a majority of the outstanding\nshares of voting stock.\n\n         \"UPRR\" means Union Pacific Railroad Company, a Delaware corporation.\n\n         \"Vesting Date\" means, unless the Committee shall determine otherwise,\nMay 1, 2001, provided that if the Performance Criteria have been met on April\n30, 1999, the Vesting Date shall be May 1, 1999.\n\n3.       ADMINISTRATION\n\n         (a) Composition of Committee. This Plan shall be administered by the\nCommittee which shall comprise not less than three members of the Board, none of\nwhom shall be employees of the Company or any Participating Subsidiary. The\nCommittee shall have full authority to construe and interpret this Plan, to\ndetermine employees eligible under this Plan, to determine the date the Options\nshall vest, to establish performance criteria in connection with the vesting of\nOptions, to establish, amend and rescind rules and regulations relating to this\nPlan, to administer this Plan, and to take all such steps and make all such\ndeterminations in connection with this Plan and Options granted thereunder as it\nmay deem necessary or advisable. Each Option shall, if required by the\nCommittee, be evidenced by an agreement to be executed by the Company and the\nOptionee, respectively, and contain provisions not inconsistent with this Plan.\nAll determinations of the Committee shall be by a majority of its members and\nshall be evidenced by resolution, written consent or other appropriate action,\nand the Committee's determinations shall be final. Each member of the Committee,\nwhile serving as such, shall be considered to be acting in his or her capacity\nas a director of the Company. The Committee may delegate any or all of its\nauthority under this Plan to the Senior Vice President - Human Resources or\nother executive officer of the Company.\n\n         (b) Determinations of the Committee. All decisions, determinations and\ninterpretations by the Committee regarding this Plan shall be final and binding\non all Optionees. The Committee shall\n\n\n                                      -2-\n   4\n\nconsider such factors as it deems relevant to making such decisions,\ndeterminations and interpretations including, without limitation, the\nrecommendations or advice of any director, officer or employee of the Company\nand such attorneys, consultants and accountants as it may select.\n\n4.       SHARES SUBJECT TO THIS PLAN\n\n         Subject to the provisions of Section 9 hereof, the maximum number and\nkind of shares as to which Options may be granted under this Plan are 12 million\nshares of Common Stock. Shares of Common Stock subject to Options under the Plan\nmay be either authorized but unissued shares or shares previously issued and\nreacquired by the Company.\n\n5.       ELIGIBILITY\n\n         Eligibility to receive a grant of an Option under this Plan is limited\nto non-agreement employees of the Company or a Participating Subsidiary and\nagreement employees of UPRR or a Subsidiary of UPRR who meet the following\ncriteria (each and \"Eligible Employee\"):\n\n         (a) Non-Agreement Employees. Non-agreement employees must have been\nemployed by the Company or a Participating Subsidiary on or before April 30,\n1998, must not have been terminated from their employment with the Company or a\nParticipating Subsidiary at any time prior to the Vesting Date and must be\nemployed with the Company or a Subsidiary on the Vesting Date.\n\n         (b) Agreement Employees. Agreement employees must have been in Active\nService with UPRR or a Subsidiary of UPRR on April 30, 1998 and must also be in\nActive Service with UPRR or a Subsidiary of UPRR on the Vesting Date.\n\n6.       GRANT OF OPTIONS\n\n         Each Optionee is granted an Option on April 30, 1998 to purchase 200\nshares of Common Stock.\n\n7.       TERMS AND CONDITIONS OF THE OPTIONS\n\n         All Options under this Plan shall be non-qualified options and shall be\ngranted subject to the following terms and conditions:\n\n         (a) Date of Grant. The date of grant shall be April 30, 1998.\n\n         (b) Option Price. The option price per share with respect to the Option\nshall be $55.00.\n\n         (c) Vesting. All Options shall vest and be exercisable on the Vesting\nDate. If, however, on the Vesting Date, an Eligible Employee is on long-term\ndisability, furlough or other similar leave (as determined by the Committee),\ntheir Option shall vest upon the date of their return to Active Service.\n\n\n                                      -3-\n   5\n\n         (d) Duration of Options. Subject to Section 7(i), Options shall be\nexercisable commencing on the Vesting Date and continuing to and including April\n30, 2008.\n\n         (e) Exercise of Option. Except as provided in Section 7(i), the shares\nof Common Stock covered by an Option may not be purchased prior to the Vesting\nDate, but thereafter may be purchased during the balance of the option exercise\nperiod by notice to the Stock Administrator. All 200 shares of Common Stock\navailable under the Option must be purchased at the same time.\n\n         (f) Payment. Shares of Common Stock purchased under the Option shall,\nat the time of purchase, be paid for in full in cash. To the extent permitted by\nthe Committee, the option price may be paid by authorizing the Stock\nAdministrator to withhold shares of Common Stock otherwise issuable on exercise\nof the Option. Such shares withheld to pay the option price shall be valued at\nfair market value on the date the Option is exercised in accordance with the\nprocedures to be established by the Committee. An Optionee shall have none of\nthe rights of a shareholder until the shares of Common Stock are issued to him\nor her.\n\n         (g) Purchase for Investment. The Committee shall have the right to\nrequire that each Optionee or other person who shall exercise an Option under\nthe Plan represent and agree that any shares of Common Stock purchased pursuant\nto such Option will be purchased for investment and not with a view to the\ndistribution or resale thereof or that such shares will not be sold except in\naccordance with such restrictions or limitations as may be set forth by the\nCommittee.\n\n         (h) Non-Transferability of Options. During an Optionee's lifetime, the\nOption may be exercised only by the Optionee. Options shall not be transferable,\nexcept for the exercise by the Optionee's Beneficiary upon the death of the\nOptionee.\n\n         (i) Termination of Employment. Upon the termination of an Optionee's\nemployment with the Company or a Subsidiary prior to the Vesting Date, the\nOption shall immediately be forfeited. Upon the termination of an Optionee's\nemployment with the Company or a Subsidiary on or after the Vesting Date, the\nOption shall be exercisable for a period of one (1) year after the date of such\ntermination. Notwithstanding the foregoing, in no event, shall any Option be\nexercisable subsequent to April 30, 2008. Termination includes, without\nlimitation, death, retirement, resignation, long-term disability or any other\ntermination whatsoever.\n\n8.       REGULATORY APPROVALS AND LISTING\n\n         The Company shall not be required to issue to an Optionee any\ncertificate for any shares of Common Stock upon exercise of an Option prior to\n(i) the obtaining of any approval from any governmental agency which the\nCompany, in its sole discretion, shall determine to be necessary or advisable,\n(ii) the admission of such shares to listing on any stock exchange on which the\nCommon Stock may then be listed, and (iii) the completion of any registration or\nother qualification of such shares under any state or federal law or rulings or\nregulations of any governmental body which the Company, in its sole discretion,\nshall determine to be necessary or advisable. The Company shall have the ability\nto suspend exercise of Options as to any or all Optionees whenever any required\nregistration statement (or prospectus\n\n\n                                      -4-\n   6\n\nunder such registration statement) is not effective or does not contain all\nrequired information necessary to make the information contained therein not\nmisleading.\n\n9.       ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION\n\n         In the event of a recapitalization, stock split, stock dividend,\ncombination or exchange of shares, merger, consolidation, rights offering,\nseparation, spin-off, reorganization or liquidation, or any other change in the\ncorporate structure or shares of the Company, the Committee may make such\nequitable adjustments as it may deem appropriate in the number and kind of\nshares authorized by this Plan, in the option price of outstanding Options and\nin the number and kind of shares subject to outstanding Options.\n\n10.      TAXES\n\n         (a) Withholding Requirements. The Committee may make such provisions or\nimpose such conditions as it may deem appropriate for the withholding or payment\nby an Optionee of any taxes that the Committee determines are required in\nconnection with any Option granted under this Plan, and an Optionee's rights in\nany Option are subject to satisfaction of such conditions.\n\n         (b) Payment of Withholding Taxes. Notwithstanding the terms of Section\n10(a), the Committee may provide that all or any portion of the taxes required\nto be withheld or, if permitted by the Committee, desired to be paid by the\nOptionee, in connection with the exercise of any Option shall be paid or, at the\nelection of the Optionee, may be paid by withholding shares of Common Stock\notherwise issuable or subject to such Option having a fair market value equal to\nthe amount required or elected to be withheld or paid. Any such election is\nsubject to such conditions or procedures as may be established by the Committee\nand may be subject to approval by the Committee.\n\n11.      TERM OF THIS PLAN\n\n         No Options shall be granted pursuant to this Plan after April 30, 1998,\nbut grants of Options theretofore granted may extend beyond that date and the\nterms and conditions of this Plan shall continue to apply thereto.\n\n12.      TERMINATION OR AMENDMENT OF THIS PLAN\n\n         The Committee may from time to time alter or amend this Plan or any\npart thereof, provided that no alteration or amendment with respect to any\nOptions may be made which would materially impair the rights of an Optionee\nwithout the consent of such Optionee, except that such consent shall not be\nnecessary with respect to any alteration or amendment deemed necessary to ensure\nthat the Company may obtain any approval referred to in Section 8 or to ensure\nthat the grant of Options, the exercise of Options or any other provision of\nthis Plan complies with Section 16(b) of the Act.\n\n\n                                      -5-\n\n   7\n\n13.      SECTION 16(b) REQUIREMENTS\n\n         In order to comply with Section 16(b) of the Act, the Committee may\npermit Section 16(b) reporting officers of the Company or a Participating\nSubsidiary to exercise Options granted under this Plan by a stock-for-stock or\nattestation method of exercise.\n\n\n14.      GENERAL PROVISIONS\n\n         (a) Employment at Will. Neither this Plan nor the grant of any Option\nnor any action by the Company, any Subsidiary or the Committee shall be held or\nconstrued to confer upon any Optionee any right to be continued in the employ of\nthe Company or a Subsidiary. The Company and each Subsidiary expressly reserve\nthe right to discharge, without liability but subject to his or her rights under\nthis Plan, any Optionee whenever in the sole discretion of the Company or a\nSubsidiary, as the case may be, its interest may so require.\n\n         (b) Governing Law. This Plan and any agreements or other documents\nhereunder shall be interpreted and construed in accordance with the laws of the\nState of Utah and applicable federal law. The Committee may provide that any\ndispute as to any Option shall be presented and determined in such forum as the\nCommittee may specify, including through binding arbitration. Any reference in\nthis Plan or other document evidencing any Option to a provision of law or to a\nrule or regulation shall be deemed to include any successor law, rule or\nregulation of similar effect or applicability.\n\n15.      LIABILITY OF COMPANY\n\n         The Company and any Subsidiary which is in existence or hereafter comes\ninto existence shall not be liable to an Optionee or other persons as to: (a)\nthe non-issuance or sale of shares of Common Stock as to which the Company has\nbeen unable to obtain from any regulatory body having jurisdiction the authority\ndeemed by the Company's counsel to be necessary to the lawful issuance and sale\nof any shares of Common Stock hereunder; and (b) any tax consequence expected,\nbut not realized, by any Optionee or other person due to the receipt, exercise\nor settlement of any Option granted hereunder.\n\n16.      EFFECTIVE DATE\n\n         This Plan shall be effective as of April 30, 1998.\n\n\n                                      -6-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9154],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9539,9545],"class_list":["post-40741","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-union-pacific-corp","corporate_contracts_industries-transportation__railroads","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40741","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40741"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40741"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40741"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40741"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}