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
Employment Agreement - UAL Corp. and Gerald Greenwald
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