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Incentive Compensation Plan - UAL Corp.

                                                       As Amended
                                               September 18, 1997

                         UAL CORPORATION



     In an effort to maintain a position of leadership in the
fast-growing and highly competitive business segments in which
UAL Corporation (the 'Company') competes, it is necessary to
promote financial interests of the corporation and its corporate
affiliates (the 'subsidiaries'), including its growth, by (A)
attracting and retaining highly qualified executives possessing
outstanding ability, (B) motivating executives by means of
performance related incentives, and (C) providing incentive
compensation opportunities which are competitive with those of
major corporations.  The Incentive Compensation Plan (the 'Plan')
hereinafter described is designated to assist the Company in
attaining these objectives.


       1.  The Company is responsible for the general
administration of the Plan, except as to matters reserved in this
Plan to the Compensation Administration Committee of the Board of
Directors of the Company for all grants to 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').  Determinations, decisions and
actions of the Company or the Committee in connection with the
construction, interpretation, administration, or application of
the Plan will be final, conclusive, and binding upon any grantee
of awards under the Plan and any person claiming under or through
such grantee.  Neither the Company nor any member of the
Committee will be liable for any determination, decision, or
action made with respect to the Plan or any Incentive Award
granted under the Plan.

       2.  A Participant's rights and interests in any Incentive
Award made under the Plan may not be assigned or transferred and
are not subject to attachment, garnishment, execution, or other
creditor's processes.

       3.  This Plan may at any time be amended, modified, or
terminated as the Board, in its discretion, determines, and such
amendment, modification, or termination will not require the
consent, ratification, or approval of any party, including any
Participant hereunder.

       4.  This Plan and all determinations made and actions taken
pursuant hereto will be governed and construed by the law of the
State of Illinois.


       1.  Award Year--The calendar year for which Incentive
Awards, if any, are calculated under the Plan.

       2.  Financial Objectives--Financial performance goals
established by the Company and approved by the Committee at the
beginning of an Award Year.  Financial Objectives may apply to
overall Company and subsidiaries performance in selected areas
and/or to performance of major business segments of the Company
and subsidiaries.

       3.  Financial Performance Factor--The numerical factor
determined by the Company shortly after the Award Year by
comparing actual performance during such Award Year to the
applicable Financial Performance Objectives previously
established for such Award Year.

       4.  Individual Performance Objectives--Goals and objectives
established by the Company (or by the Committee in the case of
the Company's Chairman and its Chief Executive Officer) for each
Participant under the Plan.

       5.  Individual Performance Factor--The numerical factor
determined with respect to the Plan by the Company (or by the
Committee in the case of the Chairman and the Chief Executive
Officer and officers reporting to either of them) shortly after
the Award Year, based upon an evaluation as to the extent to
which a Participant in the Plan achieved the Individual
Performance Objectives established for him/her.  Such evaluation
will be wholly discretionary and subjective on the part of the
Company or the Committee.

       6.  Incentive Awards--The dollar value of awards made to
Participants under the Plan.

       7.  Incentive Opportunity--The amount, determined by the
Company and as approved by the Committee as appropriate, that a
Participant may receive as an Incentive Award under the Plan.
The Incentive Opportunity will be stated as a percentage of a
Participant's base salary for an Award Year (prorated for a
partial year's participation).  If a Participant held more than
one eligible position in an Award Year, his/her Incentive
Opportunity will be determined on a prorata basis.


       1.  Participants will be determined annually by the Company
from among key employees and senior management employees of the
Company and its subsidiaries.  This determination will allow
participation only for the Award Year concerned.

       2.  The Plan does not constitute a contract of employment,
and participation in the Plan will not give any employee the
right to be retained in the service of the Company or its

       3.  If a Participant's employment with the Company or its
subsidiaries is terminated during an Award Year, the appropriate
Incentive Award under the Plan, if any, for such Participant will
be subject to the sole discretion of the Company's Chairman (or
to the sole discretion of the committee in case of the
termination of employment of the Chairman).  A transfer of
employment between the Company and any of its subsidiaries will
not be considered a termination of employment.


      The Incentive Award for an Award Year for a Participant will
be the product of a Participant's Incentive Opportunity modified
by the Financial Performance Factor and Individual Performance
Factor, times the Participant's applicable base salary.  No
Incentive Award will be made to a Participant for an Award Year
in which his company's Financial Performance Factor is below
threshold level.  However, the Chairman, with Committee approval,
may waive the Company's Financial Performance Factor threshold

      Total payments to all participants of the Incentive
Compensation Plan will be limited to 5% of Pre-Tax Income in any
given year.  Should total calculated incentive awards exceed 5%
of Pre-Tax Income, payments will be made on a prorated basis.


     (A)  Standard Procedures--Payment of Incentive Awards will
be made in cash on or about April 1, of the year following the
Award Year; provided, however, that an Incentive Award may be
deferred at the election of a Participant in the manner described

     (B)  Deferred Awards--Participants may elect, on or before
December 31 of the year preceding an Award Year, to defer receipt
of all or any portion on an Incentive Award to a subsequent
calendar year.  A Participant will receive payment of a deferred
Incentive Award in a lump sum in January of the earliest of: (1)
the deferral calendar year selected by the Participant; (2) the
calendar year immediately after the Participant's retirement
under the United Air Lines, Inc. Non-Union Ground Employees'
Retirement Plan; (3) the calendar year after the Participant's
termination of employment with the Company for other reasons,
provided that a transfer of employment from the Company to any of
the Company's affiliates will not be considered a termination of
employment with the Company; (4) the occurrence of an
'Unforeseeable Emergency', provided that a distribution pursuant
to this clause (4)  shall not exceed the amount reasonably needed
to satisfy the emergency need, or (5) any other time elected by
the Participant, provided that upon making such an election, the
Participant shall be entitled to receive 90% of the amounts then
credited to him or her under the Plan and shall forfeit the
remaining 10% of such amount.  The amounts deferred will be
credited annually with compound interest at the prime rate in
effect during the deferral period at the end of the calendar
quarter, as reported by The Wall Street Journal.  All deferred
Incentive Awards will be reflected in the Company's books as
general unsecured and unfunded obligations of the Company.  No
trust in favor of any Participant will be implied.  Deferral
elections will be irrevocable by a Participant or his or her
beneficiary.  For purposes of this Section, 'Unforeseeable
Emergency' shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent (as defined in
Section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.  The
circumstances that will constitute an Unforeseeable Emergency
will depend upon the facts of each case, but, in any case,
payment under clause (4) above may not be made to the extent that
such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or (iii)
by cessation of deferrals under the Plan.


       Notwithstanding any other provision of this Plan to the
contrary:  Incentive Awards with respect to an Award Year with
respect to any Participant who is a 'covered employee' (as
defined in Section 162(m)(3) of the Code) with respect to such
Award Year (I) may not exceed $900,000 and (ii) shall be
determined by reference to a formula which shall define the
Incentive Award by reference to the attainment by the Company of
one or more target levels of pre-tax income (as determined under
generally accepted accounting principles but without regard to
any items (whether gains or losses) otherwise included therein
relating to (1) the UAL Corporation Employee Stock Ownership
Plan, the UAL Corporation Supplemental ESOP, or the trusts
relating thereto, (2) any event or occurrence that the Committee
determines to be either not directly related to the operations of
the Company or not within the reasonable control of the Company's
management, (3) this Plan and (4) the Company's 1988 Restricted
Stock Plan) for such Award Year.  Such target level(s) and the
formula referred to above shall be determined by the Committee
prior to the commencement of such Award Year (or at such later
time as may be permissible under Section 162(m) of the Code); the
Committee shall determine and certify whether such target levels
of pre-tax income have been met.  Notwithstanding the foregoing,
the Committee may reduce the Incentive Award otherwise determined
pursuant to such formula in its sole discretion.
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