RESTRICTED STOCK DEPOSIT AGREEMENT
AGREEMENT made as of July 12, 1994 between Stuart I. Oran
('Recipient') and UAL Corporation (the 'Company').
WHEREAS, Recipient has been awarded 20,000 shares (the 'Shares')
of UAL Corporation Common Stock, $0.01 par value per share, in
accordance with and subject to the terms of this Agreement.
NOW THEREFORE IT IS AGREED:
1. Recipient will deposit a stock certificate in the
name of the Recipient for the Shares (the
'Certificate') with the Corporate Secretary of UAL
Corporation (the 'Escrow Agent') and duly endorse in
blank and transmit to the Escrow Agent the attached
stock power (the 'Stock Power').
2. The Escrow Agent will hold the Certificate and
Stock Power and deliver certificates representing all
or a portion of the Shares and the Stock Power to the
Recipient or to the Company, as the case may be, in
the manner and at the times set forth herein.
3. During the period the Certificate is held by the
Escrow Agent, Recipient shall (i) have such rights
with respect to the Shares as are specified in
Sections 7(a) and (b) of the UAL Corporation 1988
Restricted Stock Plan (the 'Restricted Stock Plan')
that would have been applicable to the Recipient had
the Shares been awarded to him under the Restricted
Stock Plan and (ii) not sell, assign, exchange,
transfer, pledge, hypothecate or otherwise dispose of
or encumber any of the Shares.
4. Recipient represents that the Shares are being
acquired by him for investment and that he 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.
5. Seven thousand five hundred (7,500) of the Shares
will be released from escrow and from all restrictions
under this Agreement upon the satisfaction of all
applicable federal, state and local tax withholding
obligations arising from the otherwise unrestricted
grant of such Shares on the date hereof (the 'Tax-Only
Restricted Shares'). Two thousand five hundred
(2,500) of the Shares will be released from
restrictions under this Agreement on January 15, 1995
and 2,500 of the Shares will be released from
restrictions under this Agreement on each of the
first, second, third and fourth anniversary dates of
this Agreement, and a certificate for the so released
Shares will be issued to Recipient following January
15, 1995 or each such anniversary date, as applicable
(all such shares being referred to as the 'Other
Restricted Shares'). Notwithstanding the foregoing,
(i) in the event that the Recipient's employment with
the Company is terminated by the Company without cause
the Other Restricted Shares shall continue to vest for
a period of 12 months following such date of
termination, and (ii) in the event of separation or
termination of the Recipient's employment for any
other reason, including as a result of the Recipient's
death or disability, all unreleased, Restricted Shares
(but not unreleased Tax-Only Restricted Shares) shall
be forfeited upon such separation or termination of
the Recipient's employment with the Company unless the
Compensation Committee of the Board of Directors of
the Company elects to terminate the restrictions on
such shares.
6. 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 allocations of or the lapse of
restrictions on Shares. The Company shall withhold
Shares for this purpose from any release of the Shares
otherwise distributable to the Recipient, based on the
fair market value of the Shares; provided, however,
that this Section 6 shall be inoperative if and to the
extent that its application would result in the
establishment of a 'derivative security' and a 'put
equivalent position' (each as defined in Rule 16a-1
promulgated under the Securities Exchange Act of 1934,
as amended (the 'Exchange Act')), in which case the
Company will make other appropriate arrangements with
the Recipient to satisfy such tax withholding
obligations.
7. 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.
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.
UAL CORPORATION
/s/ Stuart I. Oran By /s/ Francesca M. Maher
Recipient Name: Francesca M. Maher
Title: Vice President-Law and
Corporate Secretary
Social Security Number
Address
The Escrow Agent hereby acknowledges receipt of the Shares re
ferred to above and agrees to hold them in accordance with the
terms of the foregoing Deposit Agreement.
/s/ Francesca M. Maher
Secretary, UAL Corporation
STOCK POWER
FOR VALUE received Stuart I. Oran does hereby sell, assign and
transfer unto Francesca M. Maher, Corporate Secretary of UAL
Corporation, as Escrow Agent, in accordance with that certain
Restricted Stock Deposit Agreement dated as of the date hereof,
between the undersigned and UAL Corporation (the 'Deposit Agree
ment'), that number of shares of UAL Corporation Common Stock
awarded to me under Section 4(d) of that certain Employment
Agreement, dated as of the date hereof, between the undersigned
and UAL Corporation, that as subject to the restrictions of the
Deposit Agreement and do hereby irrevocably constitute and ap
point said Escrow Agent as Attorney to transfer the said stock
on the books of UAL Corporation, with full power of substitution
in the premises.
DATED: July 12, 1994
/s/ Stuart I. Oran
Stuart I. Oran