Restricted Stock Agreement - UAL Corp.
FORM OF RESTRICTED STOCK AGREEMENT
AGREEMENT made as of July 13, 1999 between ______________
('Recipient') and UAL Corporation (together with its wholly owned
subsidiary, United Air Lines, Inc., the 'Company'). For purposes
of this Agreement, the term 'Shares' shall mean 25,000 shares of
Common Stock, $0.01 par value ('Common Stock'), of the Company.
WHEREAS, Recipient has been awarded the Shares in accordance with
and subject to the terms of this Agreement.
NOW THEREFORE IT IS AGREED:
1 . Promptly after the execution of this Agreement by
Recipient, the Company shall cause Harris Trust and
Savings Bank of Chicago, the transfer agent for the
Common Stock (together with its successors and assigns,
the 'Transfer Agent'), to make a book entry record
showing ownership for the Shares in the name of the
Recipient subject to the terms and conditions of this
The Shares shall be issued from Common Stock reserved
for issuance pursuant to the 1998 Restricted Stock Plan
('Restricted Stock Plan') as grants under such plan
2. During the Restricted Period (as herein defined) for
the Shares, Recipient shall not sell, assign, exchange,
transfer, pledge, hypothecate or otherwise dispose of
or encumber any of such Shares.
3. Recipient represents that the Shares are being acquired
for investment and that Recipient has no present
intention to transfer, sell or otherwise dispose of the
Shares, except in compliance with applicable securities
laws, and the parties agree that the Shares are being
acquired in accordance with and subject to the terms,
provisions and conditions of this Agreement. These
agreements shall bind and inure to the benefit of the
parties' respective heirs, legal representatives,
successors and assigns.
4. No Shares shall be released from restrictions until the
fifth anniversary date of this Agreement, subject to
earlier release pursuant to Section 7 of the Restricted
Stock Plan. A certificate for all Shares granted
pursuant to this Agreement will be issued to Recipient
following such date of release, or, at Recipient's
election, may be transferred in book entry form to
Recipient's brokerage account (subject to any
adjustment made therein to withhold Shares to pay taxes
as provided in Section 5 hereof). Any period during
which Shares are subject to restriction hereunder is
herein referred to as the 'Restricted Period.'
Notwithstanding the foregoing, in the event of
separation or termination of the Recipient's employment
with the Company for any reason, including as a result
of the Recipient's retirement, death or disability, all
unreleased, restricted Shares shall be forfeited upon
such separation or termination.
5. The Company shall be required to withhold the amount of
taxes required to satisfy any applicable federal, state
and local tax withholding obligations arising from the
lapse of restrictions on Shares. Recipient may elect
to satisfy any such tax obligation in cash or by
authorizing the Company to withhold from the Shares
issued to Recipient as a result of the lapse of the
restrictions on Shares, the number of whole shares of
Common Stock required to satisfy such tax obligation,
the number to be determined by the fair market value of
the Shares on the date of the lapse of the restrictions
on Shares. If Recipient elects to withhold shares of
Common Stock to satisfy any such tax obligation,
Recipient shall pay in cash any obligation which
remains after the application of whole shares that is
less than the value of a whole share.
6. The Company hereby confirms that (i) in the event the
outstanding shares of Common Stock of the Company shall
be changed into an increased number of shares, through
a stock dividend or a split-up of shares, or into a
decreased number of shares, through a combination of
shares, then immediately after the record date for such
change, the number of Shares then subject to this
Agreement shall be proportionately increased, in case
of such stock dividend or split-up of shares, or
proportionately decreased, in case of such combination
of shares; and
(ii) in the event that, as result of a reorganization,
sale, merger, consolidation or similar occurrence,
there shall be any other change in the shares of Common
Stock of the Company, or of any stock or other
securities into which such Common Stock shall have been
changed, or for which it shall have been exchanged,
then equitable adjustments to the Shares then subject
to this Agreement (including, but not limited to,
changes in the number or kind of shares then subject to
this Agreement) shall be made.
7. Recipient understands that the Company will, and
Recipient hereby authorizes the Company to, issue such
instructions to the Transfer Agent as the Company may
deem necessary or proper to comply with the intent and
purposes of this Agreement. This paragraph shall be
deemed to constitute the stock power contemplated by
the Restricted Stock Plan.
8. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and the successors and
assigns of the Company and the heirs and personal
representatives of the Recipient.
9. This Agreement shall be governed by the laws of the
State of Illinois applicable to agreements made and to
be performed entirely within such State.
10. This Agreement may not be altered, modified, changed or
discharged, except by a writing signed by or on behalf
of both the Company and the Recipient.
IN WITNESS WHEREOF, the parties have signed this Agreement as
of the date first written above.
___________________________ Name: James E. Goodwin
Recipient Title: Chairman and Chief Executive