Acceptance of Option Terms and Conditions. A Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date of this option to accept this Award Agreement. If the Participant does not accept this Award Agreement on or before the end of such one hundred twenty (120) day period, then the grant of the right and option to purchase the shares of Common Stock of the Corporation, as set forth in Section 1, shall not be binding on and shall be voidable by the Corporation, in which case it shall have no further force or effect.

Acceptance of Terms and Conditions. By acknowledging and accepting this Award, Participant agrees to be bound by the terms and conditions of this Agreement, the Plan (including without limitation, Section 12 of the Plan), and all conditions established by Southwestern in connection with Awards issued under the Plan, and Participant further acknowledges and agrees that this Award does not confer any legal or equitable right (other than those rights constituting the Award itself) against Southwestern or any Subsidiary (collectively, the “Company”) directly or indirectly, or give rise to any cause of action at law or in equity against the Company. To vest in the Restricted Stock Units (“RSUs”) described in this Agreement, Participant must accept this Award. If Participant fails to accept this Award prior to the first Vesting Date, the Award will be cancelled and forfeited.

Union Pacific Corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) a nonqualified stock option (the “Option”) to purchase up to the number of shares of the Company’s common stock (the “Common Stock”), set forth in the Grant Notice. The exercise price per share and the other terms and conditions of the Option are set forth in the Grant Notice, these Standard Terms and Conditions (as amended from time to time), and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

Your option is subject to the following terms and conditions, your acceptance of which is required before you can exercise the option. As used below, “TI,” “the Company” and “the Option Date” have the meanings specified in Section 9.

Terms and Conditions. Subject to the terms of the Plan, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may change specific provisions of the Performance Award, provided, however, that such change may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the change. Performance goals for Performance Awards may be based on any performance criteria selected by the Committee, including but not limited to any of the following:

Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.

Terms and Conditions. Awards made under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable:

Terms and Conditions. In addition to the terms and conditions set forth in Section 5, Restricted Stock Units awarded under the Plan shall be subject to the following terms and conditions and any Award Agreement providing for the grant of Restricted Stock Units shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable:

Upon Tenant’s exercise of the 14th Floor Expansion Option, Landlord and Tenant shall enter into an amendment to this Lease adding the 14th Floor Expansion Space to the Premises on all the terms and conditions set forth in this Lease as to the Premises then demised under the Lease, except that # the term of the Lease as to the 14th Floor Expansion Space shall commence on January 1, 2010, or, if later, the date the 14th Floor Expansion Space is actually delivered to Tenant, # the annual fixed rent payable by Tenant for the 14th Floor Expansion Space shall be the fair market rent for the 14th Floor Expansion Space, as set forth in Landlord’s Option Notification or as determined by the appraisal procedure (as applicable), # Tenant’s Proportionate Share for Taxes as to the 14th Floor Expansion Space and Tenant’s Proportionate Share for Operating Expenses as to the 14th Floor Expansion Space shall be established based on the then rentable square footage of the 14th Floor Expansion Space; # the “Tax Base” under [Section 4.01(b)] of the Lease as to the 14th Floor Expansion Space shall be the fiscal tax year in which the 14th Floor Expansion Space is added to the Lease, # the “Operating Expense Base” under [Section 4.05(c)] of the Lease as to the 14th Floor Expansion Space shall be the calendar year in which the 14th Floor Expansion Space is added to this Lease, # Tenant shall take the 14th Floor Expansion Space in its then “as-is” condition (unless the current fair market terms for the 14th Floor Expansion Space include a tenant improvement allowance, in which event Tenant shall receive a tenant improvement allowance for improvements to the 14th Floor Expansion Space and the annual fixed rent set forth in Landlord’s Option Notification shall take into account such tenant improvement allowance) and # the renewal option provided for in Article 22 of the Lease shall be inapplicable to the 14th Floor Expansion Space and the provisions of Paragraph l.d. below shall instead apply with regard to the renewal of the Lease as to the 14th Floor Expansion Space.

Terms and Conditions. It is understood and agreed that the Shares are granted to the Participant and this Agreement entered into pursuant to the ​ Stock Incentive Plan (the “Plan”) and are subject to and limited by the provisions of the Plan the following terms and conditions: