Option Grant. Each Stock Option granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee and by an Award Agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant.

Option Grant. Whenever the Committee deems it appropriate to grant Options, an Award Agreement shall be given to the Participant stating the number of shares for which Options are granted, the exercise price per share, whether the options are Incentive Stock Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are subject. The Award Agreement shall set forth all restrictions on disposition and transfer applicable to the Option shares. Incentive Stock Options may be granted to employees of the Company or an Affiliate. Non-employee directors and Consultants shall not be eligible to receive Incentive Stock Options. No Option (or portion thereof) that is intended to be an Incentive Stock Option shall be invalid for failure to so qualify, but instead such Option (or portion thereof) shall constitute a Nonstatutory Stock Option.

Option Grant. The Company hereby grants to the Optionee, as of the Date of Grant, the right and option (this “Option”) to purchase the number of shares of the Company’s Common Stock (the “Shares”) for the exercise price per share (the “Exercise Price”), all as set forth below. Such Option shall vest and terminate according to the vesting schedule and term information described below. All terms of this Stock Option Grant Agreement shall be subject to the terms and conditions of the 2005 Long-Term Incentive Plan:

Grant of Option. The Participant has been granted an Option to purchase Shares, subject to the terms and conditions of the Notice, this Agreement and the Plan. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice as an Incentive Stock Option (“ISO”), the Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if the Option is intended to be an ISO, to the extent that it exceeds the U.S. ​ rule of Code Section 422(d) it shall be treated as a Nonqualified Stock Option (“NQSO”).

Grant of Option. If, at any time during the Term hereof the Lease, Landlord elects to construct the building within the Project currently designed to be comprised of approximately 95,000 rentable square feet and having an address of 3150 South Delaware (but which may be redesigned to increase the rentable square footage to up to 265,000 rentable square footage) (the “Station 5 Building”) as depicted on [Exhibit B] and make the Station 5 Building available for lease, Tenant shall have a one-time right to expand the Premises by leasing the Station 5 Building in accordance with the terms, covenants and conditions contained in this Paragraph 42 (the “Expansion Option”).

Grant of Option. In accordance with and subject to the terms and conditions of # the Plan, and # this Agreement, the Company hereby grants to the Grantee a non-qualified stock option (the “Option”) to purchase the number of shares of Stock set forth in [Schedule 1] attached hereto ("[Schedule 1]"), at the Option Price per share set forth in [Schedule 1].

Grant of Option. The Company grants to the Optionee on the date set forth above (the “Date of Grant”) an option (the “Option”) to purchase, on the terms provided herein and in the Plan (including, without limitation, the exercise provisions in [Section 6(b)] of the Plan), the number of Class A Units of the Company set forth above (the “Units”) with an exercise price per Unit as set forth above, in each case subject to adjustment pursuant to [Section 7] of the Plan in respect of transactions occurring after the date hereof.

Grant of Option. ​ grants the Participant the right and option (the “Option”) to purchase all or any part of an aggregate of the number of shares of Common Stock specified in the grant summary, at the Option purchase price specified in the grant summary (which shall be 100% of the Fair Market Value of the Common Stock on the date the award is granted). The Option shall be subject to the terms and conditions in this Agreement and in the Plan. Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan. The Participant acknowledges receipt of a copy of the Plan and the Plan Prospectus. The grant date is the date specified in the individual grant summary (the “Grant Date”). The Option terminates at the close of business ten (10) years from the Grant Date unless terminated at an earlier time in accordance with this Agreement or the Plan. The Option is not intended to be an Incentive Stock Option within the meaning of Section 422 of the Code.

Grant of Option. In accordance with and subject to the terms and conditions of # the Plan, and # this Agreement, the Company hereby grants to the Grantee a non-qualified stock option (the “Option”) to purchase the number of shares of Stock set forth in [Schedule 1] attached hereto ("[Schedule 1]"), at the Option Price per share set forth in [Schedule 1].

Grant of Option. Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the ​ has granted the ​ the number of Options set forth in the Award Letter.

Grant of Option. ​, ​ (the “Company”), hereby grants to ​ (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the ​ 2008 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

Grant of Option. Each person who is an Eligible Employee on the Date of Grant shall be granted an option for the Offering Period (the “Option”). Such Option will be for the number of whole shares of Common Stock to be determined by # dividing # such Eligible Employee’s annual rate of compensation as of the day prior to the Date of Grant (as determined by the payroll records of the Participating Subsidiary that employs such Eligible Employee) by # the total compensation for all Eligible Employees as of the day prior to the Date of Grant; and # multiplying the quotient calculated in # above by # the total number of shares made available for grant by the Administrator during the Offering Period. The number of shares made available for grant shall, during the first Offering Period that this Plan is in effect, be the number determined by the Administrator. For each Offering Period thereafter, the number of shares made available shall be the sum of # the shares specifically designated to be made available by the Administrator; and # the total number of shares made available during all prior Offering Periods which are not purchased by Eligible Employees during prior Offering Periods. The fair market value of a share of the Company’s Common Stock shall be determined as provided in [Section 7] below.

GLOBAL SETTLEMENT AND ABSOLUTE RELEASE AGREEMENT – PAGE 5

Grant of Option. The Company grants to the Employee an option to purchase, on the terms and conditions stated herein, the number of shares specified above (the "Option Shares") of the Company's Common Stock, par value ​ per share (“Common Stock”) at the Option Price specified above.

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.

2.1Grant of Option. In consideration of the Optionee’s past and/or continued employment with or service to the Company or any Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Optionee the Option to purchase any part or all of the aggregate number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Option Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

​ (the “Company”) has granted, pursuant to the ​ 2022 Equity Incentive Compensation Plan (the “Plan”), to the Participant named in the Notice of Grant of Nonqualified Stock Option (the “Grant Notice”) to which this Nonqualified Stock Option Agreement is attached (together with the Grant Notice, this “Agreement”) an Option to purchase the number of Common Shares set forth in the Grant Notice, subject to the terms and conditions set forth in this Agreement.