Form of Stock Unit Agreement for Executives



 EXHIBIT 10(b) 
  
 STOCK UNIT AGREEMENT 
  

Dated: MM DD, YYYY 
  
 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 (the “Plan”), a copy of which is included in this database and made a part hereof. 
  
 STOCK UNITS 
  
 1. GRANT OF UNITS. The Company hereby awards to you the number
of Stock Units shown on Exhibit A of this Agreement, each unit evidencing the right to receive, upon the terms and subject to the conditions set forth in this Agreement and the Plan, one share of Common Stock of the Company, $2.50 par value per
share (“Common Stock”). 
  
 2. RESTRICTION
PERIOD. The restriction period shall be [36 or 48] months, commencing on the date hereof and terminating on [3 or 4 years from grant date] unless sooner terminated under provisions of the Plan (the “Restriction Period”).

  
 3. DIVIDEND EQUIVALENT RIGHTS. During the
Restriction Period, you shall be entitled to receive a payment in cash equal to the amount of dividends that would have been paid on an equivalent number of shares of outstanding Common Stock. 
  
 4. RESTRICTIONS. (i) Subject to Section 8(c) of the Plan, you
shall not be entitled to delivery of the stock until the expiration of the Restriction Period; (ii) none of the Stock Units may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of; and (iii) 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 unless you remain in the continuous employment of the Company or a Subsidiary, as
defined in the Plan, for the entire Restriction Period, except as provided by Section 8(c) of the Plan. 
  
 5. PAYMENT OF STOCK UNITS. At the end of the Restriction Period or at such earlier time as provided for in Section 8(c) of the
Plan, and subject to Section 6 hereof, shares of Common Stock equal to the number of Stock Units shall be delivered to you (through your account at the Company’s third party stock plan administrator, if applicable) or your beneficiary or
estate, as the case may be, free of all restrictions. 
  
 [6.
DEFERRAL. As a “named executive officer” as defined in Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission, you must 

  









 
defer receipt of payment of the Stock Units pursuant to the Deferral of Stock Award Gains Program until termination of your employment as required by a
committee of the Board of Directors of the Company pursuant to the provisions of Section 9 of the Plan.] 
  
 -OR- 
  
 [6.
DEFERRAL. You may elect to defer receipt of payment of any award of Stock Units pursuant to the Deferral of Stock Award Gains Program. If you are a “named executive officer”, as defined in Item 402 of Regulation S-K
promulgated by the Securities and Exchange Commission, at any time during calendar year [1 year prior to vest year] you must defer receipt of payment of any award of Stock Units until termination of your employment, if requested by a committee of
the Board of Directors of the Company pursuant to the provisions of Section 9 of the Plan.] 
  
 7. WITHHOLDING. Upon payment of the Stock Units, you must arrange for the payment to the Company (through the Company’s third party stock plan administrator, if applicable) of all applicable
withholding taxes resulting therefrom promptly after notification of the amount thereof. You may elect to have shares withheld to pay withholding taxes if a proper election to pay withholding taxes in this manner is made. 
  
 8. SUBJECT TO PLAN. The award confirmed by this Agreement is
subject to the terms and conditions of the Plan, as the same may be amended from time to time in accordance with Section 19 thereof. 
  
 PROTECTION OF CONFIDENTIALITY 
  
 9. CONFIDENTIAL INFORMATION; TRADE SECRETS. By electronically signing Exhibit A to this Agreement, you acknowledge that the Company regards
certain information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or
detrimental to the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could
obtain economic value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”). 
  
 10. TYPES OF CONFIDENTIAL INFORMATION OR TRADE SECRETS. By electronically signing Exhibit A, you acknowledge that you developed or have had
or will have access to one or more of the following types of Confidential Information or Trade Secrets: information about rates or costs; customer or supplier 

  









 
agreements and negotiations; business opportunities; scheduling and delivery methods; business and marketing plans; financial information or plans;
communications within the attorney-client privilege or other privileges; operating procedures and methods; construction methods and plans; proprietary computer systems design, programming or software; strategic plans; succession plans; proprietary
company training programs; employee performance, compensation or benefits; negotiations or strategies relating to collective bargaining agreements and/or labor disputes; and internal or external claims or complaints regarding personal injuries,
employment laws or policies, environmental protection, or hazardous materials. By electronically signing Exhibit A, you agree that any disclosures by you to any third party of such Confidential Information or Trade Secrets would constitute gross
misconduct within the meaning of the Plan. 
  
 11. PRIOR
CONSENT REQUIRED. By electronically signing Exhibit A, you agree that you will not, unless you receive prior consent from the Company’s Senior Vice President of Human Resources (“Sr. VP-HR”) or unless ordered by a court or
government agency, (i) disclose to any subsequent employer or unauthorized person any Confidential Information or Trade Secrets, or (ii) retain or take with you when you leave the Company any property of the Company or any documents (including any
electronic or computer records) relating to any Confidential Information or Trade Secrets. 
  
 12. PRIOR NOTICE OF EMPLOYMENT, ETC. By electronically signing Exhibit A, you acknowledge that if you become an employee, contractor, or consultant for any other railroad, this would create a substantial
risk that you would, intentionally or unintentionally, disclose or rely upon the Company’s Confidential Information or Trade Secrets for the benefit of the other railroad to the detriment of the Company. You further acknowledge that such
disclosures would be particularly damaging if made shortly after you leave the Company. Therefore, by electronically signing Exhibit A, you agree that for a period of one-year after you leave the Company, before accepting any employment or
affiliation with another railroad you will give written notice to the Sr. VP-HR of your intention to accept such employment or affiliation. You also agree to confer in good faith with the Sr. VP-HR concerning whether your proposed employment or
affiliation could reasonably be expected to be performed without improper disclosure of Confidential Information or Trade Secrets. If the Sr. VP-HR and you are unable to reach agreement on this issue, you agree to submit this issue to arbitration,
to be conducted under the rules of the American Arbitration Association, for final resolution. You also agree that you will not begin to work for another railroad until the Sr. VP-HR or an arbitrator has determined that such 

  









 
employment could reasonably be expected to be performed without improper disclosure of the Company’s Confidential Information or Trade Secrets.

  
 13. FAILURE TO COMPLY. By electronically signing
Exhibit A, you agree that, if you fail to comply with any of the promises that you made in Section 11 or 12 above, you will return to the Company any shares of Common Stock (or the market value of any shares of Common Stock received) which you
received at any time from 180 days prior to the earlier of (i) the date when you leave the Company or (ii) the date you fail to comply with any such promise you made in Section 11 or 12 to 180 days after the date when the Company learns that you
have not complied with any such promise. You agree that you will return such shares of Common Stock to the Company on such terms and conditions as may be required by the Company. You further agree that the Company will be entitled to set off the
market value of any such shares of Common Stock against any amount that might be owed to you by the Company. 
  
 NO DIRECT COMPETITION 
  
 14. SOLICITATION OF CUSTOMERS; NO EMPLOYMENT WITH WESTERN ROADS. By electronically signing Exhibit A, you agree that for a period of 18 months following your departure from the Company, you will not
(directly or in association with others) call on or solicit the business of any of the Company’s customers with whom you actually did business or otherwise had personal contact while you were employed by the Company, for the purpose of
providing the customers with goods and/or services similar in nature to those provided by the Company in the states in which the Company now operates. You further agree that for the same time period, you will not become an employee, contractor or
consultant for any of the following companies, which compete directly with the Company: Burlington Northern Santa Fe Corporation; Kansas City Southern Industries, Inc.; Dakota, Minnesota & Eastern Railway Company; Illinois Central Corporation;
and Texas Mexican Railway Company (including their respective affiliates and subsidiaries or any company which acquires or is acquired by any such company) (the “Western Roads”). This Section 14 is not intended to prevent you from working
for any employer other than a Western Road. This Section does not apply to employees who work in California at the time when this Agreement is electronically signed or when their employment with the Company ends. 
  
 15. ACKNOWLEDGMENT; INJUNCTIVE RELIEF. By electronically
signing Exhibit A, you acknowledge that Section 14 will not prevent you from being gainfully employed after you leave the Company, because you will remain free to work in any occupation, profession, trade, or business so long as you comply with your
promises in Section 14. You also agree that because money damages would not be 

  









 
adequate to compensate the Company if you violate any of your promises in Section 14, the Company would be entitled to an injunction from a Court to enforce
those promises. 
  
 16. VIOLATION OF PROMISES. By
electronically signing Exhibit A, you agree that if you violate any of your promises in Section 14, then you will return to the Company any shares of Common Stock (or the fair market value thereof) granted to you by this Agreement which you received
at any time from 180 days prior to the date when you leave the Company to 180 days after the date when the Company learns that you have not complied with the promises you made in Section 14. You agree that you will return such shares of Common Stock
(or the fair market value thereof) to the Company on such terms and conditions as may be required by the Company. You further agree that the Company will be entitled to set off the market value of any such shares of Common Stock against any amount
that might be owed to you by the Company. 
  
 GENERAL

  
 17. SEVERABILITY. If any provision of
this Agreement is, becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Company, it
shall be stricken and the remainder of the Agreement shall remain in force and effect. 
  
 18. CHOICE OF LAW. All questions pertaining to the construction, regulation, validity, and effect of this Agreement shall be determined in accordance with the laws of the State of Utah, without regard to
the conflict of laws doctrine. 
  
 19. EMPLOYMENT AT
WILL. Subject to Section 21(a) of the Plan, this Agreement shall not be construed to confer upon any person any right to be continued in the employ of the Company or a Subsidiary. 
  

  
 To confirm acceptance of the foregoing, kindly click on Button 2 “Retention Unit Award (Exhibit A)” and select “I accept the above award
and the related Agreement”. 
  

	
	 Sincerely,

	 UNION PACIFIC CORPORATION

	 By

	
	 
	Chairman, President & Chief Executive Officer
	[Use General Counsel’s signature for CEO grants]


  









 Retention Unit Award (Exhibit A) 
 Grant Date 
  
 Please verify the following information: 
  

			
	First name:	  	 
	Middle initial/name:	  	 
	Last name:	  	 
	Social Security Number:	  	 xxx-xx-xxxx

	Company:	  	 
	
	If any of the above information is not correct, please check the box below:
	
	      ̈

		
	Type of grant:	  	Retention Units
		
	Number of retention units granted:	  	xxx
		
	Restriction period:	  	3 or 4 years
		
	Restriction commencement date:	  	Grant Date
	Restriction termination date:	  	3 or 4 years from grant date

  
 By executing this Exhibit A, I
acknowledge that I am bound by all of the terms of the Union Pacific Corporation 2004 Stock Incentive Plan and the Agreement delivered herewith, each of which is incorporated by reference in this Exhibit A. 
  
 Please make a choice below: 
 I accept the above award and the related Agreement. 
 I do not
accept this award and/or the related Agreement. 
  
 After making a choice
please click the SEND button above. 
  
 For general tax purposes, Stock Units
are valued at the time of vesting. When preparing tax calculations at the time of vesting, the Fair Market Value (FMV), the average of the high and low trading prices of the stock on the day after the restrictions lapse as reported in The Wall
Street Journal listing of composite transactions for New York Stock Exchange issues, is used.