Amended and Restated Waiver Letter from Matthew K. Rose to Burlington Northern Santa Fe Corporation

Summary

This letter agreement, dated November 17, 2009, is from Matthew K. Rose, Chairman, President, and CEO of Burlington Northern Santa Fe Corporation, to the company's Executive Vice President-Law. In it, Mr. Rose waives his right to receive certain compensation and benefits that would otherwise be payable to him under various company agreements and plans as a result of the company's merger with Berkshire Hathaway Inc. This waiver applies specifically to benefits triggered by a change in control due to the merger.

EX-10.1 2 ex10-1.htm AMENDED AND RESTATED LETTER FROM MR. ROSE ex10-1.htm

Exhibit 10.1

	Matthew K. Rose	Burlington Northern
	Chairman, President and Chief Executive Officer	Santa Fe Corporation
		P.O. Box 961052
		Fort Worth, TX 76161-0052

		2650 Lou Menk Drive
		Fort Worth, TX 76131-2830

		tel ###-###-####
		fax ###-###-####
		*@*

November 17, 2009

Mr. Roger Nober

Executive Vice President-Law and Secretary

Burlington Northern Santa Fe Corporation

2650 Lou Menk Drive

Fort Worth, Texas 76131-2830

Dear Roger:

This letter amends and restates my letter to you, dated November 6, 2009, pursuant to which I waived my right to receive certain compensation and benefits under certain plans and agreements of Burlington Northern Santa Fe Corporation (the “Company”).

Reference is made to (i) the Amended and Restated Change in Control Agreement, dated December 31, 2007, between the Company and myself (the “Change in Control Agreement”), (ii) the Burlington Northern Santa Fe 1999 Stock Incentive Plan and my award agreements thereunder (collectively, the “Stock Incentive Plan”), (iii) the Retirement Benefit Agreement, dated April 19, 2002 and as amended and restated September 21, 2006, between the Company and myself (the “Retirement Benefit Agreement” and, collectively with the Change in Control Agreement and the Stock Incentive Plan, the “Benefit Agreements”), and (iv) the Agreement and Plan of Merger, dated November 2, 2009, by and among Berkshire Hathaway Inc., R. Acquisition Company, LLC and the Company (the “Merger Agreement”).

The Change in Control Agreement provides me with the right to receive certain compensation and benefits in connection with a “change in control” of the Company. Section 12.6 of the Stock Incentive Plan provides me with the right to receive certain severance benefits and accelerated vesting of equity awards if the Company terminates my employment for reasons other than “cause” or “disability” or I terminate my employment for “good reason”, in each case in connection with a “change in control” of the Company. Paragraph 3 of the Retirement Benefit Agreement provides that I will receive additional service credit for purposes of my retirement benefits if my employment terminates for any reason within certain time periods following a “change in control” of the Company. The transactions contemplated by the Merger Agreement will constitute a change in control for purposes of the Benefit Agreements.

I hereby waive my right to receive any compensation or benefits payable under the Change in Control Agreement, Section 12.6 of the Stock Incentive Plan or paragraph 3 of the Retirement Benefit Agreement in connection with the transactions contemplated by the Merger Agreement.

Sincerely,

/s/ Matthew K. Rose

Matthew K. Rose