Exhibit 10.15
December 17, 1998
Dear :
With reference to the Letter Agreement between you and the Burlington Northern
Santa Fe Corporation (the "Corporation") regarding Change in Control, as
amended, The Burlington Northern and Santa Fe Railway Company has decided to
offer you the option of receiving all or a portion of certain payments under the
Letter Agreement in annual installments over a number of years. Any installment
payments would be made pursuant to the terms of the Burlington Northern Santa Fe
Corporation Deferred Compensation Plan (the "Deferred Compensation Plan"), and
would accrue interest at the rate provided under the Deferred Compensation Plan
(currently Xxxxx'x AAA Rated Corporate Bond Average) until distributed. Of
course, these provisions would take effect only in the event that you would
otherwise be eligible to receive benefits under the existing terms of the Letter
Agreement.
Pursuant to the Amendment set forth below, benefits under the Letter Agreement
that may be paid in installments include the severance payment equal to three
(3) times your Salary Rate plus three (3) times your Bonus Rate, as described
under Section 4(iii)(b)(I) or 4(iii)(b)(11) of the Letter Agreement. Under the
existing terms of the Letter Agreement, you could receive these amounts
following your Date of Termination by the various methods specified per the
Letter Agreement.
In order to receive all or a portion of the above-described benefits in annual
installment payments, you must agree to the Amendment as set forth below. Please
indicate in the blanks provided below, the percentage of the severance payment
(i.e., 1 to 100 percent) that you would like to receive in the form of
installment payments, as well as the number of years (to a maximum of 10 years)
over which you would like to receive installment payments. The remaining
benefits, if any, will be paid in the form of a lump sum payment no later than
the fifth (5th) day following your Date of Termination. Please note that by
executing this Amendment, you will irrevocably waive the right to receive the
percentage of benefits designated as installment payments in the form of a lump
sum or other payment method. This also means that the Company will be unable to
accelerate the payment of such benefits if you later change your mind, unless
you incur a severe and unexpected financial hardship. Capitalized terms used and
not otherwise defined herein shall have the same meanings as in the Letter
Agreement.
A. In the event I become entitled to receive a payment under either
Section 4(iii)(b)(1) or 4(iii)(b)(11) of the Letter Agreement, I
hereby irrevocably elect to receive such payment in the following
manner in lieu of the payment manner currently set forth in the Letter
Agreement: (1) _ percent of the payment shall be paid in equal annual
installments under the Deferred Compensation Plan over a period of _
years (and in no event more than ten (10) years) at the rate of
interest provided under the Deferred Compensation Plan, with the first
such payment commencing in January of the year following my Date of
Termination; and (2) the balance of the payment shall be paid in a
lump sum no later than the fifth (5) business day following my Date of
Termination. The Company, in its sole discretion, may accelerate the
payment of any remaining amounts due me under Section 4(iii)(b)(1) or
Section 4(iii)(b)(11) upon its determination that I have incurred a
severe and unexpected financial hardship; provided however, that any
such accelerated payment shall not exceed the amount necessary to
relieve such hardship.
B. The Corporation or Affiliate will permit me, upon written request to
the Deferred Compensation Plan administrator, to change the deferral
amount percentage, the length of installment payments, and remainder
lump sum amount once within any twelve (12) month period. Provided
however, any change other than this initial election shall not be of
any force or effect unless it was made at least one year prior to the
Date of Termination.
THIS AMENDMENT WAS NEGOTIATED AND EXECUTED IN THE STATE OF TEXAS AND THE
VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AMENDMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
This Amendment may be executed in several counterparts, each of which shall be
deemed to be original but all of which together will constitute one and the same
instrument.
Please sign below to indicate your acceptance or declination of the terms of
this Amendment. Regardless of whether you accept or decline the terms of this
Amendment, this document must be signed and returned to the Company no later
than January 31, 1999.
Sincerely,
Xxxxx Xxxxxxx
