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Published: 2008-03-26

1981 Incentive Stock Plan - UAL Corp.



                                                       As Amended
                                                   April 24, 1996


                         UAL CORPORATION
                         ---------------

                    1981 INCENTIVE STOCK PLAN
                    -------------------------

          1. Purpose.  The purpose of the UAL Corporation 1981
Incentive Stock Plan (the 'Plan') is to attract and retain
outstanding individuals as officers and key employees of UAL
Corporation (the 'Company') and its subsidiaries, and to furnish
incentives to such persons by providing such persons
opportunities to acquire shares of the Company's Common Stock,
par value $.01 per share ('Common Stock'), or monetary payments
based on the value of such shares or both, on advantageous terms
as herein provided.

          2. Administration.  The Plan shall be administered by
the Compensation Administration Committee of the Board of
Directors of the Company for all grants to (I) any 'officer' as
such term is defined in Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended, or (II) any 'covered employee'
within the meaning of Section 162(m) of the Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder,
and by the Compensation Committee of the Board of Directors of
the Company for all other grants (such committee, as applicable,
herein called the 'Committee').  No member of the Compensation
Administration Committee shall be eligible, while a member of
such Committee, to receive a Benefit under the Plan.  The
Committee is authorized to interpret the provisions of the Plan,
to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the terms and conditions of Benefits to be
granted under the Plan and to make all other determinations
necessary or advisable for the administration of the Plan, but
only to the extent not contrary to or inconsistent with the
express provisions of the Plan.

          3. Participants.  Participants in the Plan will consist
of such officers or other key employees of the Company and its
subsidiaries as the Committee in its sole discretion may
designate from time to time to receive Benefits hereunder.  The
Committee shall consider such factors as it deems pertinent in
selecting participants and in determining the type and amount of
their respective Benefits, including without limitation (i) the
financial condition of the Company; (ii) anticipated profits for
the current or future years; (iii) contributions of participants
to the profitability and development of the Company; and (iv)
other compensation provided to participants.

          4. Types of Benefits.  Benefits under the Plan may be
granted in any one or a combination of (a) Incentive Stock
Options, (b) Non-qualified Stock Options, and (c) Stock
Appreciation Rights, all as described below.

          5. Shares Reserved under the Plan.  There is hereby
reserved for issuance under the Plan an aggregate of 2,300,000
shares of Common Stock, which may be newly issued or treasury
shares.1  All of such shares may, but need not be issued pursuant
to the exercise of Incentive Stock Options.  If there is a lapse,
expiration, termination or cancellation of any Benefit granted
hereunder without the issuance of shares or payments of cash
thereunder, or if shares are issued under any Benefit and
thereafter are reacquired by the Company pursuant to rights
reserved upon the issuance thereof, the shares subject to or
reserved for such Benefit may again be used for new options or
rights under this Plan; provided, however, that in no event may
the number of shares issued under this Plan exceed the total
number of shares reserved for issuance hereunder.  Subject to
Section 14(a), in no event may the aggregate number of shares of
Common Stock with respect to which options or Stock Appreciation
Rights are granted to any individual exceed 125,000 in any period
of two calendar years, provided, however, that grants made to any
new employee as a condition of employment may not exceed two
times such biennial limit during the first two years of
employment.

_______________________________
1 Represents shares reserved for issuance under the Plan in
connection with grants made on or after July 12, 1994.  Shares
issuable under grants made prior to such date are in addition to
such number of shares.



          6. Incentive Stock Options.  Incentive Stock Options
will consist of options to purchase shares of Common Stock at
purchase prices not less than one hundred percent (100%) of the
fair market value of such shares on the date of grant.  Incentive
Stock Options will be exercisable over not more than ten (10)
years after date of grant and shall terminate not later than
three (3) months after termination of employment for any reason
other than death.  If the optionee should die while employed or
within three (3) months after termination of employment, the
right of the optionee or his or her successor in interest to
exercise an option shall terminate not later than twelve (12)
months after the date of death.  The aggregate fair market value
(determined as of the time the option is granted) of the shares
of Common Stock which any participant may exercise pursuant to
Incentive Stock Options for the first time in any calendar year
(under all option plans of the Company and its parent and
subsidiary corporations) shall not exceed $100,000.

          7. Non-qualified Stock Options.  Non-qualified Stock
Options will consist of options to purchase shares of Common
Stock at purchase prices not less than one hundred percent (100%)
of the fair market value of shares on the date of grant.  Non-
qualified Stock Options will be exercisable over not more than
ten (10) years after date of grant.  Non-qualified Stock Options
will terminate no later than six (6) months after termination of
employment for any reason other than retirement or death, unless
immediately after such termination of employment the optionee
shall be a member of the Board of Directors of the Company, in
which case such options will terminate two (2) years after such
termination of employment.  In the event termination of
employment occurs by reason of the optionee's retirement, the
option shall terminate not later than the fixed expiration date
set forth therein.  In the event termination of employment occurs
by reason of the optionee's death or if the optionee's death
occurs within six months after termination of employment, the
option shall terminate not later than twelve (12) months after
the date of such death.

          8. Stock Appreciation Rights.  The Committee may, in
its discretion, grant a Stock Appreciation Right to the holder of
any Non-qualified Stock Option granted hereunder.  In addition, a
Stock Appreciation Right may be granted independently of and
without relation to any stock option.  Stock Appreciation Rights
shall be subject to such terms and conditions consistent with the
Plan as the Committee shall impose from time to time, including
the following:

             (a)   A Stock Appreciation Right may be granted
          with respect to a Non-qualified Stock Option at the
          time of its grant or at any time thereafter up to six
          (6) months prior to its expiration.

             (b)   Each Stock Appreciation Right will entitle
          the holder to elect to receive up to 100% of the
          appreciation in fair market value of the shares subject
          thereto up to the date the right is exercised.  In the
          case of a Stock Appreciation Right issued in relation
          to a Non-qualified Stock Option, such appreciation
          shall be measured from the option price.  In the case
          of a Stock Appreciation Right issued independently of
          any stock option, the appreciation shall be measured
          from not less than the fair market value of the Common
          Stock on the date the right is granted.

             (c)   The Committee shall have the discretion to
          satisfy a participant's right to receive the amount of
          cash determined under subparagraph (b) hereof, in whole
          or in part, by the delivery of shares of Common Stock
          valued as of the date of the participant's election.

             (d)   In the event of the exercise of a Stock
          Appreciation Right, the number of shares reserved for
          issuance hereunder (and the shares subject to the
          related option, if any) shall be reduced by the number
          of shares with respect to which the right is exercised.

          9. Nontransferability.  Each Benefit granted under this
Plan shall not be transferable other than by will or the laws of
descent and distribution, and shall be exercisable, during the
holder's lifetime, only by the holder.

          10.  Other Provisions.  The award of any Benefit under
the Plan may also be subject to other provisions (whether or not
applicable to the Benefit awarded to any other participant) as
the Committee determines appropriate, including, without
limitation, provisions for the purchase of common shares under
stock options in installments, provisions for the payment of the
purchase price of shares under stock options by delivery of other
shares of the Company having a then market value equal to the
purchase price of such shares, restrictions on resale or other
disposition, such provisions as may be appropriate to comply with
federal or state securities laws and stock exchange requirements
and understandings or conditions as to the participant's
employment in addition to those specifically provided for under
the Plan.

          11.  Term of Plan and Amendment, Modification or
Cancellation of Benefits.  No Benefit shall be granted after
December 8, 2001; provided, however, that the terms and
conditions applicable to any Benefits granted prior to such date
may at any time be amended, modified, extended or canceled by
mutual agreement between the Committee and the participant or
such other persons as may then have an interest therein, so long
as any amendment or modification does not increase the number of
shares of Common Stock issuable under this Plan and any extension
does not extend the option term beyond ten (10) years.

          12.  Taxes.  The Company shall be entitled to withhold
the amount of any tax attributable to any amount payable or
shares deliverable under the Plan after giving the person
entitled to receive such amount or shares notice as far in
advance as practicable, and the Company may defer making payment
or delivery if any such tax may be pending unless and until
indemnified to its satisfaction.

          13.  Fair Market Value.  The Fair Market Value of the
Company's shares of Common Stock at any time shall be determined
in such manner as the Committee may deem equitable or required by
applicable laws or regulations.

          14. Adjustment Provisions.

             (a)   If the Company shall at any time change the
          number of issued shares of Common Stock without new
          consideration to the Company (such as by stock dividend
          or stock split), the total number of shares reserved
          for issuance under this Plan, the maximum number of
          shares with respect to which options or Stock
          Appreciation Rights may be granted to any individual,
          the exercise price of outstanding options (other than
          options granted prior to July 12, 1994) and the base
          for measuring a Stock Appreciation Right and the number
          of shares covered by each outstanding Benefit
          (including the number of shares issuable upon exercise
          of outstanding options granted prior to July 12, 1994,
          which are exercisable for 'reclassification packages'
          consisting of a combination of cash and shares, so that
          the number of shares included in each such
          reclassification package shall adjust as herein
          provided) shall be adjusted so that the aggregate
          consideration payable to the Company and the value of
          each such Benefit shall not be changed.  The Committee
          shall also have the right to provide for the
          continuation of Benefits or for other equitable
          adjustments after changes in the shares of Common Stock
          resulting from the reorganization, sale, merger,
          consolidation or similar occurrence.

             (b)   Notwithstanding any other provision of this
          Plan, and without affecting the number of shares
          otherwise reserved or available hereunder, the
          Committee may authorize the issuance or assumption of
          Benefits in connection with any merger, consolidation,
          acquisition of property or stock, or reorganization
          upon such terms and conditions as it may deem
          appropriate.

          15.  Amendment and Termination of Plan.  The Board of
Directors of the Company may amend the Plan from time to time or
terminate the Plan at any time, but no such action shall reduce
the then existing amount of any participant's Benefit or
adversely change the terms and conditions thereof without the
participant's consent.  However, except for adjustments expressly
provided for herein, no amendment may, without stockholder
approval, (i) materially increase the Benefits accruing to
participants, (ii) materially increase the number of shares which
may be issued, or (iii) materially modify the requirements as to
eligibility for participation in the Plan.