Directors Plan [1995] (2003)Full Document 

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(As Amended and Restated Effective as of October 24, 2002)


Page No.
1.     General  1
        1.1  Purpose, History and Effective Date 1
        1.2  Participation 1
        1.3  Administration 1
        1.4  Shares Subject to the Plan 2
        1.5  Compliance with Applicable Laws 2
        1.6  Director and Shareholder Status 3
        1.7  Definition of Fair Market Value 3
        1.8  Source of Payments 3
        1.9  Nonassignment 3
        1.10 Elections 3
2.     Awards 3
        2.1  Formula Stock Awards 3
        2.2  Deferred Stock Units.  3
3.     Receipt of Stock in Lieu of Eligible Cash Fees 4
        3.1  Election to Receive Stock 4
        3.2  Revocation of Election to Receive Stock  4
        3.3  Election Pursuant to Retirement Plan Resolutions 4
        3.4  Equivalent Amount of Stock 4
4.     Deferral Elections 5
        4.1  Deferrals of Fees 5
        4.2  Deferral of Stock Awards and Deferred Stock Units  6
        4.3  Crediting and Adjustment of Deferred Amounts  7
        4.4  Payment of Deferred Compensation Account 9
        4.5  Payments in the Event of Death 10
        4.6  Multiple Distribution Dates 11
5.     Amendment and Termination 13
6.     Summary of Amendments 14



(As Amended and Restated Effective as of October 24, 2002)



                    1.1.     Purpose, History and Effective Date.  UAL Corporation (the "Company") previously maintained the UAL Corporation 1992 Stock Plan for Outside Directors (the "Prior Plan") which provided certain benefits to non-employee directors of the Company.  In order to (i) encourage stock ownership by directors to further align their interests with those of the stockholders of the Company, while at the same time providing flexibility for directors who, due to their individual circumstances, may be unable to take stock in lieu of cash compensation, and (ii) add certain deferral features for fees and stock awards and other items of cash compensation as determined by the Board of Directors, the Company authorized a variety of compensation alternatives, including those set forth in the Prior Plan, that would be available to Outside Directors (as defined in subsection 1.2) and established the UAL Corporation 1995 Directors Plan (the "Plan").  The Plan and any and all amendments thereto were effective immediately upon the respective approval thereof by the Board of Directors, except that subsections 1.4, 1.5, 1.7, 1.8, 2.1, 3.1, 3.2 and 3.4 and all references to Stock Awards, Stock Deferrals and the Company Stock Subaccount were first effective on and the Prior Plan was terminated as of July 3, 1995 (the "Initial Effective Date").  Stock deferrals made prior to the Initial Effective Date under the Prior Plan were treated as deferrals under subsection 4.2 of the Plan.  The following provisions constitute an amendment, restatement and continuation of the Plan as in effect immediately prior to October 24, 2002.

                    1.2.     Participation.  Only Outside Directors shall be eligible to participate in the Plan.  As of any applicable date, an "Outside Director" is a person who is serving as a director of the Company who is not an employee of the Company or any subsidiary of the Company as of that date.

                    1.3.     Administration.  The authority to manage and control the operation and administration of the Plan shall be vested in the Executive Committee of the Board (the "Committee").  Subject to the limitations of the Plan, the Committee shall have the sole and complete authority to:

                    (a)     interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan;

                    (b)     correct any defect or omission and to reconcile any inconsistency in the Plan or in any payment made hereunder; and

                    (c)     to make all other determinations and to take all other actions necessary or advisable for the implementation and administration of the Plan.

The Committee's determinations on matters within its control shall be conclusive and binding on the Company and all other persons.  Notwithstanding the foregoing, no member of the Committee shall act with respect to the administration of the Plan except to the extent consistent with the exempt status of the Plan under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").

                    1.4.     Shares Subject to the Plan.  Shares of stock which may be distributed under the plan are shares of common stock of the Company, par value $.01 per share ("Stock").  The maximum number of shares of Stock which shall be available for distribution or issuance pursuant to the Plan shall be 400,000, all of which shall consist of treasury shares of Stock (including, in the discretion of the Company, shares of Stock purchased in the open market).  The number of such shares of Stock to be distributed pursuant to (i) Outside Directors' elections to receive shares of Stock in lieu of Eligible Cash Fees (as described in subsection 3.1) shall be determined in accordance with Section 3,  (ii) awards of Deferred Stock Units (as described in subsection 2.2) shall be determined in accordance with subsection 2.2,  (iii) Outside Directors' Deferral Elections (as described in Section 4) shall be determined in accordance with Section 4 and (iv) stock awards (as described in subsection 2.1) shall be determined in accordance with subsection 2.1; provided, however, that:

                    (a)     in the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock dividend, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Company affecting the Stock, the number and kind of shares of Stock available for awards under Section 2 and the annual awards of Stock and Deferred Stock Units provided thereunder shall be equitably adjusted in such manner as the Committee shall determine in its sole judgment;

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