UAL CORPORATION 1995 DIRECTORS PLAN
TABLE OF CONTENTS
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 3
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 4
2. Formula Stock Awards 4
3. Elections to Receive 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 Equivalent Amount of Stock 5
4. Deferral Elections 5
4.1 Deferrals of Fees 5
4.2 Deferral of Stock Awards 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
5. Amendment and Termination 11
UAL CORPORATION
1995 DIRECTORS PLAN
SECTION 1
General
1.1. Purpose, History and Effective Date. UAL Corporation
(the 'Company') maintains the UAL Corporation 1992 Stock Plan for
Outside Directors (the 'Prior Plan') which provides 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,
the Company has authorized a variety of compensation
alternatives, including those set forth in the Prior Plan, that
will be available to Outside Directors under a new plan to be
known as the UAL Corporation 1995 Directors Plan (the 'Plan').
The Plan shall be effective immediately upon approval by the
Board of Directors, except that subsections 1.4, 1.5, 1.7, 1.8
and 4.2 and Sections 2 and 3 and all references to Stock Awards,
Stock Deferrals and the Company Stock Subaccount shall be
effective on July 3, 1995, but only if the Plan is approved by
shareholders of the Company (the 'Effective Date') prior thereto.
Upon the Effective Date the Prior Plan shall be terminated (with
prior stock deferrals thereunder being treated as deferrals under
subsection 4.2 of the Plan); provided, however, that if
shareholder approval is not obtained at the next annual meeting
of shareholders of the Company, subsections 1.4, 1.5, 1.7, 1.8
and 4.2 and Sections 2 and 3 and all references to Stock Awards,
Stock Deferrals and the Company Stock Subaccount shall be deleted
and the Plan shall be restated accordingly, and the Prior Plan
will continue in effect in accordance with its terms.
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 shares of Stock
which shall be available for distribution pursuant to the Plan
shall be treasury shares (including, in the discretion of the
Company, shares purchased in the open market). The number of
shares of Stock to be distributed pursuant to 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. The number of shares of Stock to be
distributed pursuant to Outside Directors' Deferral Elections (as
described in Section 4) shall be determined in accordance with
Section 4. The number of shares of Stock which are available for
awards under Section 2 shall be 20,000; provided, however, that:
(a) in the event of any merger, consolidation,
reorganization, recapitalization, spinoff, 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 provided thereunder shall be
equitably adjusted in such manner as the Committee
shall determine in its sole judgment;
(b) in determining what adjustment, if any, is appropriate
pursuant to paragraph (a), the Committee may rely on
the advice of such experts as they deem appropriate,
including counsel, investment bankers and the
accountants of the Company; and
(c) no fractional shares shall be granted or authorized
pursuant to any adjustment pursuant to paragraph (a),
although cash payments may be authorized in lieu of
fractional shares that may otherwise result from such
an equitable adjustment.
1.5. Compliance with Applicable Laws. Notwithstanding any
other provision of the Plan, the Company shall have no obligation
to deliver any shares of Stock under the Plan unless such
delivery would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity. Prior
to the delivery of any shares of Stock under the Plan, the
Company may require a written statement that the recipient is
acquiring the shares for investment and not for the purpose or
with the intention of distributing the shares. If the
redistribution of shares is restricted pursuant to this
subsection 1.5, the certificates representing such shares may
bear a legend referring to such restrictions.
1.6. Director and Shareholder Status. The Plan will not
give any person the right to continue as a director of the
Company, or any right or claim to any benefits under the Plan
unless such right or claim has specifically accrued under the
terms of the Plan. Participation in the Plan shall not create
any rights in a director (or any other person) as a shareholder
of the Company until shares of Stock are registered in the name
of the director (or such other person).
1.7. Definition of Fair Market Value. The 'Fair Market
Value' of a share of Stock on any date shall be equal to the
average of the high and low prices of a share of Stock reported
for New York Stock Exchange Composite Transactions for the
applicable date or, if there are no such reported trades for such
date, for the last previous date for which trades were reported.
1.8. Source of Payments. Except for Stock actually
delivered pursuant to the Plan, the Plan constitutes only an
unfunded, unsecured promise of the Company to make payments or
awards to directors (or other persons) or deliver Stock in the
future in accordance with the terms of the Plan.
1.9. Nonassignment. Neither a director's nor any other
person's rights to payments or awards under the Plan are subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by
creditors of the director.
1.10. Elections. Any notice or document required to be filed
with the Committee under the Plan will be properly filed if
delivered or mailed by registered mail, postage prepaid, to the
Committee, in care of the Company, at the Company's principal
executive offices. The Committee may, by advance written notice
to affected persons, revise such notice procedure from time to
time. Any notice required under the Plan may be waived by the
person entitled thereto.
SECTION 2
Formula Stock Awards
As of the first business day of January each year after the
Effective Date, each Outside Director shall be awarded 100 shares
of Stock (the 'Stock Award').
SECTION 3
Elections to Receive Stock in
Lieu of Eligible Cash Fees
3.1. Election to Receive Stock. Subject to the terms and
conditions of the Plan, each Outside Director may elect to forego
receipt of all or any portion of the Eligible Cash Fees (as
defined below) payable to him or her during 1995 following the
Effective Date (or payable during 1995 prior to the Effective
Date and subject to a Deferral Election made in accordance with
Section 4) and during any calendar year thereafter and instead to
receive whole shares of Stock of equivalent value to the Eligible
Cash Fees so foregone (determined in accordance with subsection
3.3). An election under this subsection 3.1 to have Eligible
Cash Fees paid in shares of Stock shall be valid only if it is in
writing, signed by the Outside Director, and filed with the
Committee in accordance with uniform and nondiscriminatory rules
adopted by the Committee but, in any event:
(a) at least six months prior to any date in 1995
following the Effective Date or subsequent years on
which such Eligible Cash Fees would otherwise be
payable; and
(b) prior to January 1, 1995 with respect to any amounts
payable during 1995 prior to the Effective Date and
deferred pursuant to a Deferral Election made in
accordance with Section 4.
For purposes of the Plan, the term 'Eligible Cash Fees' means the
retainer fees, meeting fees, committee fees and committee chair
fees that would otherwise be payable to the Outside Director by
the Company in cash as established, from time to time, by the
Board or any committee thereof.
3.2. Revocation of Election to Receive Stock. Once
effective, an election pursuant to subsection 3.1 to receive
Stock shall remain in effect for successive calendar years until
it is revised or revoked. Any such revision or revocation shall
be in writing, signed by the Outside Director and filed with the
Committee and shall be effective for the calendar year next
following the date on which it is received by the Committee, or
such later date specified in such notice; provided, however, that
no revision or revocation shall be effective prior to six months
from the date it is made.
3.3. Equivalent Amount of Stock. The number of whole shares
of Stock to be distributed to any Outside Director, or credited
to his or her Deferred Compensation Account (as defined in
subsection 4.3) pursuant to a Deferral Election made in
accordance with Section 4, by reason of his or her election
pursuant to subsection 3.1 to receive Stock in lieu of Eligible
Cash Fees shall be equal to:
(a) the amount of the Eligible Cash Fees which the Outside
Director has elected to have paid to him or her in
shares of Stock or credited to his or her Company Stock
Subaccount (as defined in subsection 4.3);
DIVIDED BY
(b) the Fair Market Value of a share of Stock as of the
date on which such Eligible Cash Fees would otherwise
have been payable to the Outside Director.
The Fair Market Value of any fractional share shall be paid to
the Outside Director in cash; provided, however, that fractional
shares subject to a Deferral Election filed in accordance with
subsection 4.1 shall be deferred and credited to the Company
Stock Subaccount.
SECTION 4
Deferral Elections
4.1. Deferrals of Fees. Subject to the terms and conditions
of the Plan, each Outside Director, by filing a written 'Deferral
Election' with the Committee in accordance with uniform and
nondiscriminatory rules adopted by the Committee, may elect to
defer the receipt of all or any portion of the Eligible Cash Fees
otherwise payable to him or her for a calendar year commencing on
or after January 1, 1995 (including any Eligible Cash Fees that
he or she has elected to receive in Stock pursuant to Section 3)
until a future date (the 'Distribution Date') specified by the
Outside Director in his or her Deferral Election as of which
payment of his or her Deferred Compensation Account attributable
to amounts deferred pursuant to his or her Deferral Election
shall commence in accordance with subsection 4.4; provided,
however, that in no event shall the Distribution Date elected
pursuant to this subsection 4.1 be different from the
Distribution Date, if any, elected by the Outside Director
pursuant to subsection 4.2. If no Distribution Date is specified
in an Outside Director's Deferral Election or has otherwise been
elected by the Outside Director pursuant to subsection 4.2, the
Distribution Date shall be deemed to be the first business day in
January of the year following the date on which the Outside
Director ceases to be a director of the Company for any reason.
An Outside Director's Deferral Election shall be effective with
respect to Eligible Cash Fees (including any Eligible Cash Fees
that he or she has elected to receive in Stock pursuant to
Section 3) otherwise payable to him or her for services rendered
after the last day of the calendar year in which such election is
filed with the Committee; provided, however, that:
(a) a Deferral Election which is filed within 30 days of
the date on which a director first becomes an Outside
Director shall be effective with respect to all
Eligible Cash Fees (including any Eligible Cash Fees
that he or she has elected to receive in Stock pursuant
to Section 3) otherwise payable to him or her after the
date of the Deferral Election; and
(b) by notice filed with the Committee in accordance with
uniform and nondiscriminatory rules established by it,
a director may terminate or modify any Deferral
Election as to Eligible Cash Fees payable for services
rendered after the last day of the calendar year in
which such notice is filed with the Committee;
provided, however, that no modification may be made to
the Distribution Date unless the Outside Director shall
file such notice with the Committee at least one year
prior thereto.
Notwithstanding the provisions of paragraph (b) next above, the
Committee may, in its sole discretion, after considering all of
the pertinent facts and circumstances, approve a change to the
Distribution Date which is requested by an Outside Director less
than one year prior thereto.
4.2. Deferral of Stock Awards. Subject to the terms and
conditions of the Plan, each Outside Director, by filing a
written 'Stock Deferral Election' with the Committee in
accordance with uniform and nondiscriminatory rules adopted by
the Committee, may elect to defer the receipt of all or any
portion of the Stock Award which is otherwise to be made to him
or her for 1996 and subsequent years until the Distribution Date;
provided, however, that if no Distribution Date has been elected
(or is deemed to have been elected) pursuant to subsection 4.1,
the 'Distribution Date' shall be the date specified by the
Outside Director in his or her Stock Deferral Election or, if no
such date is specified, the first business day in January of the
year following the date on which the Outside Director ceases to
be a director of the Company for any reason. An Outside
Director's Stock Deferral Election shall be effective with
respect to Stock Awards otherwise to be made to him or her
pursuant to Section 2 after the last day of the calendar year in
which such election is filed with the Committee; provided,
however, that by notice filed with the Committee in accordance
with uniform and nondiscriminatory rules established by it, an
Outside Director may terminate or modify any Stock Deferral
Election as to Stock Awards to be made after the last day of the
calendar year in which such notice is filed with the Committee;
further provided that no modification may be made to the Stock
Distribution Date unless the Outside Director shall file such
notice with the Committee at least one year prior thereto.
4.3. Crediting and Adjustment of Deferred Amounts. The
amount of any Eligible Cash Fees (including any Eligible Cash
Fees that he or she has elected to receive in Stock pursuant to
Section 3) deferred pursuant to subsection 4.1 ('Deferred
Compensation') and the amount of any Stock Award deferred by an
Outside Director pursuant to a Stock Deferral Election ('Stock
Deferral') shall be credited to a bookkeeping account maintained
by the Company in the name of the Outside Director (the 'Deferred
Compensation Account'), which account shall consist of two
subaccounts, one known as the 'Cash Subaccount' and the other as
the 'Company Stock Subaccount.' Any Stock Deferrals and Eligible
Cash Fees that the Outside Director has elected to receive in
Stock pursuant to Section 3 and which he or she has also elected
to defer pursuant to subsection 4.1 shall be credited to his or
her Company Stock Subaccount. Any other Deferred Compensation
shall be credited to his or her Cash Subaccount. An Outside
Director's Deferred Compensation Account shall be adjusted as
follows:
(a) As of the first day of February, May, August and
November, and as of July 3, 1995 (which dates are
referred to herein as 'Accounting Dates'), the Outside
Director's Cash Subaccount shall be adjusted as
follows:
(i) first, the amount of any distributions made since
the last preceding Accounting Date and
attributable to the Cash Subaccount shall be
charged to the Cash Subaccount;
(ii) next, the balance of the Cash Subaccount after
adjustment in accordance with subparagraph (i)
above shall be credited with interest for the
period since the last preceding Accounting Date
computed at the prime rate as reported by The
Wall Street Journal for the current Accounting
Date, or if such date is not a business day, for
the next preceding business day;
(iii) next, on the Accounting Date occurring on July 3,
1995, the balance in the cash Subaccount shall be
charged with a distribution equal to that portion
of the balance in the Cash Subaccount which is
attributable to Eligible Cash Fees payable prior
to the Effective Date which the Outside Director
has elected to receive in Stock pursuant to
Section 3 and which were credited to the Cash
Subaccount pursuant to the Outside Director's
Deferral Election (as adjusted in accordance with
the terms of the Plan through July 3, 1995); and
(iv) finally, after adjustment in accordance with the
foregoing provisions of this paragraph (a), the
Cash Subaccount shall be credited with the
portion of the Deferred Compensation otherwise
payable to the Outside Director since the last
preceding Accounting Date or, in the case of the
Accounting Date occurring on February 1, 1995,
subsequent to January 1, 1995, which is to be
credited to the Cash Subaccount.
(b) The Outside Director's Company Stock Subaccount shall
be adjusted as follows:
(i) as of the Effective Date, the Company Stock
Subaccount shall be credited with that number of
stock units ('Stock Units') which is equal to the
amount charged to the Cash Subaccount as of that
date pursuant to subparagraph (a) (iii) next
above, divided by the Fair Market Value of a
share of Stock as of the Effective Date;
(ii) as of any date on or after the Effective Date on
which Eligible Cash Fees would have been payable
to the Outside Director in Stock but for his or
her Deferral Election, the Company Stock
Subaccount shall be credited with a number of
Stock Units equal to the number of shares of
Stock (including any fractional shares) to which
he or she would have been entitled pursuant to
Section 3;
(iii) as of the date on which a Stock Award would be
made to the Outside Director pursuant to Section
2 but for his or her Stock Deferral Election, the
Company Stock Subaccount shall be credited with a
number of Stock Units equal to the number of
shares of Stock that would have been awarded to
the Outside Director as of such date but for his
or her Stock Deferral Election;
(iv) as of the date on which shares of Stock are
distributed to the Outside Director in accordance
with subsection 4.4 below, the Company Stock
Subaccount shall be charged with an equal number
of Stock Units; and
(v) as of the record date for any dividend paid on
Stock, the Company Stock Subaccount shall be
credited with that number of additional Stock
Units which is equal to the number obtained by
multiplying the number of Stock Units then
credited to the Company Stock Subaccount by the
amount of the cash dividend or the fair market
value (as determined by the Board of Directors)
of any dividend in kind payable on a share of
Stock, and dividing that product by the then Fair
Market Value of a share of Stock.
In the event of any merger, consolidation, reorganization, reca
pitalization, spinoff, stock split, reverse stock split, rights
offering, exchange or other change in the corporate structure or
capitalization of the Company affecting the Stock, each Outside
Director's Company Stock Subaccount shall be equitably adjusted
in such manner as the Committee shall determine in its sole
judgment.
4.4. Payment of Deferred Compensation Account. Except as
otherwise provided in this subsection 4.4 or subsection 4.5, the
balances credited to the Cash Subaccount and Company Stock
Subaccount of an Outside Director's Deferred Compensation Account
shall each be payable to the Outside Director in 10 annual
installments commencing as of the Distribution Date and
continuing on each annual anniversary thereof. Notwithstanding
the foregoing, an Outside Director may elect, by filing a notice
with the Committee at least one year prior to the Distribution
Date, to change the number of payments to a single payment or to
any number of annual payments not in excess of ten. Each such
payment shall include a cash portion, if applicable, and a Stock
portion, if applicable, as follows:
(a) The cash portion to be paid as of the Distribution Date
or any anniversary thereof and charged to the Cash
Subaccount shall be equal to the balance of the Cash
Subaccount multiplied by a fraction, the numerator of
which is one and the denominator of which is the number
of remaining payments to be made, including such
payment.
(b) The Stock portion to be paid as of the Distribution
Date or any anniversary thereof and charged to the
Company Stock Subaccount shall be distributed in whole
shares of Stock, the number of shares of which shall be
determined by rounding to the next lower integer the
product obtained by multiplying the number of Stock
Units then credited to the Outside Director's Company
Stock Subaccount by a fraction, the numerator of which
is one and the denominator of which is the number of
remaining payments to be made, including such payment.
The Fair Market Value of any fractional share of Stock
remaining after all Stock distributions have been made
to the Outside Director pursuant to this paragraph (b)
shall be paid to the Outside Director in cash.
Notwithstanding the foregoing, the Committee, in its sole
discretion, may distribute all balances in any Deferred
Compensation Account to an Outside Director (or former Outside
Director) in a lump sum as of any date. Notwithstanding the
foregoing, the Committee, in its sole discretion, may distribute
all of an Outside Director's Share Unit Account to such Outside
Director (or former Outside Director) in a lump sum as of any
date or, if requested by an Outside Director who has elected to
receive a lump sum, the Committee, in its sole discretion, may
distribute all balances in any Deferred Compensation Account to
an Outside Director (or former Outside Director) in installments
satisfying this Section 4.4 as requested by the Outside Director
(or former Outside Director).
4.5. Payments in the Event of Death. If an Outside Director
dies before payment of his or her Deferred Compensation Account
commences, all amounts then credited to his or her Deferred
Compensation Account shall be distributed to his or her
Beneficiary (as described below), as soon as practicable after
his or her death, in a lump sum. If an Outside Director dies
after payment of his or her Deferred Compensation Account has
commenced but before the entire balance of such account has been
distributed, the remaining balance thereof shall be distributed
to his or her Beneficiary, as soon as practicable after his or
her death, in a lump sum. Any amounts in the Cash Subaccount
shall be distributed in cash and any amounts in the Stock
Subaccount shall be distributed in whole shares of Stock
determined in accordance with paragraph 4.4(b), and the Fair
Market Value of any fractional share of Stock shall be
distributed in cash. For purposes of the Plan, the Outside
Director's 'Beneficiary' is the person or persons the Outside
Director designates, which designation shall be in writing,
signed by the Outside Director and filed with the Committee prior
to the Outside Director's death. A Beneficiary designation shall
be effective when filed with the Committee in accordance with the
preceding sentence. If more than one Beneficiary has been
designated, the balance in the Outside Director's Deferred
Compensation Account shall be distributed to each such
Beneficiary per capita (with cash distributed in lieu of any
fractional share of Stock). In the absence of a Beneficiary
designation or if no Beneficiary survives the Outside Director,
the Beneficiary shall be the Outside Director's estate.
SECTION 5
Amendment and Termination
While the Company expects and intends to continue the Plan,
the Board of Directors of the Company reserves the right to, at
any time and in any way, amend, suspend or terminate the Plan;
provided, however, that no amendment, suspension or termination
shall:
(a) be made without shareholder approval to the extent such
approval is required by law, agreement or the rules of
any exchange or automated quotation system upon which
the Stock is listed or quoted;
(b) except as provided in subsection 4.4 (relating to lump
sum payments of amounts held in an Outside Director's
Deferred Compensation Account) or this Section 5,
materially alter or impair the rights of an Outside
Director under the Plan without the consent of the
Outside Director with respect to rights already accrued
hereunder;
(c) amend the provisions of Section 2 or 3 more frequently
than once in any six-month period except to comport
with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder; or
(d) make any change that would disqualify the Plan or any
other plan of the Company intended to be so qualified
from the exemption provided by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.
1995 Directors Plan - UAL Corp.
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