May 7, 1998
1998 RESTRICTED STOCK PLAN
The purposes of the Plan are to attract and retain key
employees of the Company and its Subsidiaries, to compensate them
for their contributions to the growth and profits of the Company
and its Subsidiaries and to encourage ownership by them of shares
of Common Stock of the Company.
(a) 'Company' shall mean UAL Corporation.
(b) 'Subsidiary' or 'Subsidiaries' shall mean a
corporation or corporations of which the Company owns, directly or
indirectly, shares having a majority of the ordinary voting power
for the election of directors.
(c) 'Board' shall mean the Board of Directors of the Company.
(d) 'Committee' shall mean, as applicable, the
Compensation Administration Committee of the Board of Directors of
the Company for all grants to any 'officer' as such term is defined
in Rule 16a-1(f) under the Securities Exchange Act of 1934, as
amended, and the Compensation Committee of the Board of Directors
of the Company for all other grants.
(e) 'Plan' shall mean the UAL Corporation 1998
Restricted Stock Plan.
(f) 'Restricted Share' shall mean a share of Common
Stock of the Company, par value $.01 per share ('Common Stock')
allocated to a Recipient pursuant to the Plan.
(g) 'Recipient' shall mean an employee of the Company or
a Subsidiary to whom Restricted Shares are allocated pursuant to
the Plan and shall be deemed to include such Recipient's estate and
the beneficiaries of such estate as the context may require.
3. Restricted Shares Available Under the Plan.
(a) Subject to the provisions of Section 3(b), the
maximum number of shares of Common Stock that may be delivered to
Recipients and their beneficiaries shall be equal to 309,120, plus
any shares that are represented by awards granted under the 1988
Restricted Stock Plan ('Prior Plan') that are forfeited, canceled,
or are not delivered because the award is settled in cash or used
to satisfy the applicable tax withholding obligation (1). To the
extent shares of Common Stock are not delivered to a Recipient or
beneficiary with respect to an award of Restricted Shares because
the award is forfeited or canceled, or are not delivered because
the award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have
been delivered for purposes of determining the maximum number of
shares of Common Stock available for delivery under the Plan. All
shares granted under the Plan shall be treasury shares.
(b) In the event of any merger, consolidation,
reorganization, recapitalization, or other change in corporate
structure of the Company, appropriate adjustment shall be made in
the aggregate number and type of Restricted Shares which may be
allocated under the Plan and to the number and type of Restricted
Shares allocated to any individual. Such adjustment shall be made
by the Committee, whose determination as to what adjustment shall
be made, and the extent thereof, shall be final. No fractional
shares of stock shall be allocated or authorized by any such
adjustment. In the event of a stock dividend or stock split, the
aggregate number of shares which may be allocated to any individual
shall be proportionately adjusted.
4. Eligibility and Making of Allocations.
(a) Any officer or key employee of the Company or any
Subsidiary shall be eligible to receive one or more allocations of
Restricted Shares pursuant to the Plan.
(b) The Committee shall from time to time select those
employees who will receive allocations and determine the number of
Restricted Shares subject to each such allocation.
5. Form of Allocations.
Each allocation shall specify the number of Restricted
Shares subject thereto. At the time of making any allocation, the
Committee or its designee shall advise the Recipient thereof by
delivery of written notice in the form prescribed by the Committee.
6. Action Required.
The Recipient shall deliver to the Company an agreement
in writing, by such Recipient, in form and substance as prescribed
by the Committee, together with a stock power, duly endorsed in
blank, relating to such Restricted Shares.
(a) During the Restricted Period (as hereinafter
defined), Recipient shall not sell, assign, exchange, transfer,
pledge, hypothecate or otherwise dispose of or encumber any of the
Restricted Shares. Upon allocation, however, Recipient shall
thereupon be a stockholder with respect to all shares allocated and
shall have all the rights of a stockholder with respect to such
shares, including the right to vote such shares and to receive all
dividends and other distributions.
(b) The term 'Restricted Period' with respect to
Restricted Shares shall mean any period as set by the Committee,
not to exceed ten years, said period to end sooner, upon the
occurrence of any of the following:
(i) the dissolution of the Company, or any merger
or consolidation of the Company where the Company is not the
surviving corporation and the surviving corporation does not
agree to exchange the Restricted Shares outstanding hereunder
for shares of stock or securities of which it is the issuer
having an aggregate value equal to the aggregate value of such
(ii) a determination by the Committee at any time to
accelerate or terminate such Restricted Period, but only to
the extent of such determination.
(c) Unless and to the extent the Committee determines to
end the Restricted Period with respect to any such Restricted
Shares pursuant to Section 7(b)(ii ), if a Recipient ceases to be
an employee of the Company or any Subsidiary for any reason, all of
such Recipient's Restricted Shares which at such time remain
subject to the restrictions imposed hereunder shall be forfeited
and returned to the Company, and the Restricted Share reserve shall
be increased by the number of shares returned and such Restricted
Shares may again be subject to allocations under the Plan.
(d) The restrictions set forth in Section 7(c) shall
lapse with respect to Restricted Shares when the Restricted Period
applicable to such shares expires, as described in Section 7(b).
(1) The 309,120 number represents the number of shares reserved for
grant under Prior Plan which have not been granted as of May 7,
1998. The total number of restricted shares outstanding under
grants made under Prior Plan is 157,680.
The Committee shall administer the Plan and construe its
provisions. The Committee is authorized, in its discretion and
subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of
the Plan, to determine such other terms and conditions of
Restricted Shares, and to make such other determinations and
interpretations and to take such action in connection with the Plan
as it deems necessary or advisable. All determinations by the
Committee in carrying out, administering or construing this Plan
shall be final, binding and conclusive for all purposes and upon
all persons interested herein.
(a) Except as provided herein, no person shall at any
time have any right to receive an allocation of Restricted Shares
hereunder, and no person shall have authority to enter into an
agreement for the making of an allocation hereunder or to make any
representation or warranty with respect thereto without the
approval of the Committee and the Board.
(b) Recipients of allocations shall have no rights in
respect thereof except as set forth in the Plan. No Recipient
shall have any rights as a stockholder with respect to any shares
reserved for allocation hereunder nor shall any such shares be
earmarked for any Recipient prior to the date of delivery of such
(c) Neither the action of the Company in establishing
the Plan, nor any action taken by it or by the Board or the
Committee under the Plan, nor any provision of the Plan, shall be
construed as giving to any person the right to be retained in
employment with the Company or any Subsidiary.
10. Amendment, Suspension, Extension or Termination of the Plan in
Whole or in Part.
The Board may amend, suspend, extend or terminate the
Plan in whole or in part at any time, provided that such amendment,
suspension, extension or termination shall not, without a
Recipient's consent, affect adversely such Recipient's rights with
respect to allocations of Restricted Shares theretofore made.
The Company shall be entitled to withhold the amount of
taxes which the Company deems necessary to satisfy any applicable
federal, state and local tax withholding obligations arising from
allocations of or the lapse of restrictions on Restricted Shares
under the Plan, or to make other appropriate arrangements with
Recipients to satisfy such obligations. At the discretion of the
Committee, the Company may deduct or withhold from any transfer or
payment to a Recipient, or may receive payment from a Recipient, in
the form of cash or other property, including shares of Common
Stock of the Company. If such withholding is satisfied with
Restricted Shares for which the applicable Restricted Period has
lapsed, the Restricted Shares reserve shall be increased by the
amount of the shares so withheld and may again be subject to
allocations under the Plan.
12. Effective Date and Term of Plan.
(a) The Plan was adopted by the Board on May 7, 1998.
(b) The Plan shall terminate ten (10) years after the
date of its adoption by the Board, unless terminated sooner or
extended later by the Board. No Restricted Shares may be allocated
under the Plan after its termination date, but the Plan shall
continue in effect with respect to all Restricted Shares which, as
of such termination date, have been allocated under the Plan.