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Published: 2008-03-26

Employment Agreement - UAL Corp. and Gerald Greenwald



                              EMPLOYMENT AGREEMENT
                                 AMENDMENT NO. 2


         THIS AMENDMENT, made as of the 5th day of April, 1999, by and between
UAL Corporation, a Delaware corporation (the 'Employer'), and GERALD GREENWALD
(the 'Employee').

                                WITNESSETH THAT:

         WHEREAS, the parties hereto have executed an employment agreement,
dated as of July 12, 1994 and amended July 12, 1994, providing for the
employment by the Employer of the Employee (the 'Employment Agreement'); and

         WHEREAS, the parties hereto hereby desire to amend the Employment
Agreement;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1.                Section 4(d) shall be amended by the addition of the
                  following:

                  On the date of the end of the Period of Employment, stock
                  awards made to Employee under the UAL Corporation 1988
                  Restricted Stock Plan ('1988 Plan') will immediately vest.

         2.                Section 5 shall be amended by the addition of the 
                  following paragraph (h):

                  (h) Services/Perquisites after Period of Employment. Following
                  the end of the Employee's Period of Employment, Employee shall
                  provide assistance to Employer on an as needed basis with
                  respect to issues and events originating during Employee's
                  term as CEO of Employer. In order to enable Employee to
                  respond to any requests by Employer on these matters, Employer
                  will provide Employee with office and secretarial support for
                  a period of five (5) years. Employer shall provide such office
                  and secretarial support (A) by assigning to Employee an
                  employee of Employer situated on Employer's premises and
                  paying such employee's salary and benefit costs, or (B) if
                  Employee elects, by reimbursing Employee his reasonable direct
                  expenses for secretarial support and related office space. The
                  annual reimbursement for office space and secretarial services
                  (prorated for partial years) may not exceed eighty-five
                  thousand dollars ($85,000) (which may be adjusted for annual
                  increases but in no event to exceed 5% per year).


                           Employer will also provide Employee with the
                  following perquisites in addition to other post-retirement
                  perquisites provided for under this Agreement: (i) For a
                  period of three (3) years, the Employer shall reimburse
                  Employee for club membership fees at approximately the same
                  rate as Employer was reimbursing Employee as of the end of
                  Employee's Period of Employment, (ii) Employer shall 




                  convey the title to the two (2) automobiles Employee is being
                  provided by the Employer as of the date of this Agreement and
                  Employer will pay off all amounts due under any lease
                  pertaining to such automobiles. To the extent there is any
                  imputed income as a result of the conveyance of title to
                  Employee or the liquidation of the lease, or both, Employee
                  will be deemed to have received such imputed income and
                  Employer may make withholdings for income taxes and other
                  purposes as required by law.



                  3.                Section 6 shall be deleted and the following
                          section 6 shall be substituted therefor:



                           6.       Non-Competition. Without the consent in 
                           writing of the Board of Directors of the Employer,
                           upon termination of the Employee's employment
                           hereunder (unless (i) the Employee's employment is
                           terminated by the Employer without Cause or by the
                           Employee for Good Reason, or (ii) the Employer is in
                           material breach of its obligations hereunder), the
                           Employee will not, for a period of two (2) years
                           thereafter ('Non-Compete Period'), take a Competitive
                           Position (as defined below) with a Competitor (as
                           defined below). In the event Employee takes a
                           Competitive Position with a Competitor within two (2)
                           years after the termination of Employee's employment
                           hereunder, in addition to the remedies set out in
                           Section 6 of this Agreement, the benefits and
                           payments described in Section 5 (h) of this Agreement
                           shall terminate effective as of the day Employee
                           becomes employed by such Competitor or such
                           Competitive Position otherwise commences. Within five
                           (5) business days of accepting such Competitive
                           Position, Employee must so notify Employer in writing
                           by registered mail addressed to the General Counsel
                           of Employer at its principal World Headquarters
                           offices. If Employee takes a Competitive Position
                           with a Competitor after the end of the Non-Compete
                           Period, any perquisites then being provided to
                           Employee under paragraph 5(h) will cease.

                           For purposes of this Agreement, (i) 'Competitor'
                           means Southwest Airlines, Delta Airlines, American
                           Airlines, US Airways, Alaska Air, America West,
                           Continental Airlines, British Airways, Quantas, KLM,
                           Northwest Airlines, Japan Airlines, Trans World
                           Airways, and Air France or any company affiliated
                           through stock ownership, directly or indirectly, with
                           any of the named airlines or air carriers, (ii)
                           'Competitive Position' means becoming employed by, a
                           member of the board of directors of, a consultant to,
                           a partner or substantial owner of, or otherwise
                           providing services of any nature to a Competitor
                           directly or indirectly, and (iii) 'Competitive
                           Position with a Competitor' shall also include
                           advising or consulting with any airline or air
                           carrier (even if not listed in clause (i)) in 




                           any capacity regarding negotiations with Employer or
                           any of its affiliates or subsidiaries.


                  4.       No Other Changes.In all other respects, the
                           provisions of the Employment Agreement shall remain
                           unchanged and in full force and effect.



                  IN WITNESS WHEREOF, the parties hereto have executed this
         Amendment No. 2 as of the date first written above.



                                                      UAL CORPORATION



         /s/ Gerald Greenwald                         By  /s/ Francesca M. Maher
         -----------------------------                  ------------------------
         Gerald Greenwald                               Francesca M. Maher
                                                        Senior Vice President, 
                                                        General Counsel and
                                                        Secretary