{"id":38145,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1981-incentive-stock-plan-ual-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1981-incentive-stock-plan-ual-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1981-incentive-stock-plan-ual-corp.html","title":{"rendered":"1981 Incentive Stock Plan &#8211; UAL Corp."},"content":{"rendered":"<pre>                                                       As Amended\n                                                   April 24, 1996\n\n\n                         UAL CORPORATION\n                         ---------------\n\n                    1981 INCENTIVE STOCK PLAN\n                    -------------------------\n\n          1. Purpose.  The purpose of the UAL Corporation 1981\nIncentive Stock Plan (the 'Plan') is to attract and retain\noutstanding individuals as officers and key employees of UAL\nCorporation (the 'Company') and its subsidiaries, and to furnish\nincentives to such persons by providing such persons\nopportunities to acquire shares of the Company's Common Stock,\npar value $.01 per share ('Common Stock'), or monetary payments\nbased on the value of such shares or both, on advantageous terms\nas herein provided.\n\n          2. Administration.  The Plan shall be administered by\nthe Compensation Administration Committee of the Board of\nDirectors of the Company for all grants to (I) any 'officer' as\nsuch term is defined in Rule 16a-1(f) under the Securities\nExchange Act of 1934, as amended, or (II) any 'covered employee'\nwithin the meaning of Section 162(m) of the Internal Revenue Code\nof 1986, as amended, and the regulations promulgated thereunder,\nand by the Compensation Committee of the Board of Directors of\nthe Company for all other grants (such committee, as applicable,\nherein called the 'Committee').  No member of the Compensation\nAdministration Committee shall be eligible, while a member of\nsuch Committee, to receive a Benefit under the Plan.  The\nCommittee is authorized to interpret the provisions of the Plan,\nto prescribe, amend and rescind rules and regulations relating to\nthe Plan, to determine the terms and conditions of Benefits to be\ngranted under the Plan and to make all other determinations\nnecessary or advisable for the administration of the Plan, but\nonly to the extent not contrary to or inconsistent with the\nexpress provisions of the Plan.\n\n          3. Participants.  Participants in the Plan will consist\nof such officers or other key employees of the Company and its\nsubsidiaries as the Committee in its sole discretion may\ndesignate from time to time to receive Benefits hereunder.  The\nCommittee shall consider such factors as it deems pertinent in\nselecting participants and in determining the type and amount of\ntheir respective Benefits, including without limitation (i) the\nfinancial condition of the Company; (ii) anticipated profits for\nthe current or future years; (iii) contributions of participants\nto the profitability and development of the Company; and (iv)\nother compensation provided to participants.\n\n          4. Types of Benefits.  Benefits under the Plan may be\ngranted in any one or a combination of (a) Incentive Stock\nOptions, (b) Non-qualified Stock Options, and (c) Stock\nAppreciation Rights, all as described below.\n\n          5. Shares Reserved under the Plan.  There is hereby\nreserved for issuance under the Plan an aggregate of 2,300,000\nshares of Common Stock, which may be newly issued or treasury\nshares.1  All of such shares may, but need not be issued pursuant\nto the exercise of Incentive Stock Options.  If there is a lapse,\nexpiration, termination or cancellation of any Benefit granted\nhereunder without the issuance of shares or payments of cash\nthereunder, or if shares are issued under any Benefit and\nthereafter are reacquired by the Company pursuant to rights\nreserved upon the issuance thereof, the shares subject to or\nreserved for such Benefit may again be used for new options or\nrights under this Plan; provided, however, that in no event may\nthe number of shares issued under this Plan exceed the total\nnumber of shares reserved for issuance hereunder.  Subject to\nSection 14(a), in no event may the aggregate number of shares of\nCommon Stock with respect to which options or Stock Appreciation\nRights are granted to any individual exceed 125,000 in any period\nof two calendar years, provided, however, that grants made to any\nnew employee as a condition of employment may not exceed two\ntimes such biennial limit during the first two years of\nemployment.\n\n_______________________________\n1 Represents shares reserved for issuance under the Plan in\nconnection with grants made on or after July 12, 1994.  Shares\nissuable under grants made prior to such date are in addition to\nsuch number of shares.\n\n\n\n          6. Incentive Stock Options.  Incentive Stock Options\nwill consist of options to purchase shares of Common Stock at\npurchase prices not less than one hundred percent (100%) of the\nfair market value of such shares on the date of grant.  Incentive\nStock Options will be exercisable over not more than ten (10)\nyears after date of grant and shall terminate not later than\nthree (3) months after termination of employment for any reason\nother than death.  If the optionee should die while employed or\nwithin three (3) months after termination of employment, the\nright of the optionee or his or her successor in interest to\nexercise an option shall terminate not later than twelve (12)\nmonths after the date of death.  The aggregate fair market value\n(determined as of the time the option is granted) of the shares\nof Common Stock which any participant may exercise pursuant to\nIncentive Stock Options for the first time in any calendar year\n(under all option plans of the Company and its parent and\nsubsidiary corporations) shall not exceed $100,000.\n\n          7. Non-qualified Stock Options.  Non-qualified Stock\nOptions will consist of options to purchase shares of Common\nStock at purchase prices not less than one hundred percent (100%)\nof the fair market value of shares on the date of grant.  Non-\nqualified Stock Options will be exercisable over not more than\nten (10) years after date of grant.  Non-qualified Stock Options\nwill terminate no later than six (6) months after termination of\nemployment for any reason other than retirement or death, unless\nimmediately after such termination of employment the optionee\nshall be a member of the Board of Directors of the Company, in\nwhich case such options will terminate two (2) years after such\ntermination of employment.  In the event termination of\nemployment occurs by reason of the optionee's retirement, the\noption shall terminate not later than the fixed expiration date\nset forth therein.  In the event termination of employment occurs\nby reason of the optionee's death or if the optionee's death\noccurs within six months after termination of employment, the\noption shall terminate not later than twelve (12) months after\nthe date of such death.\n\n          8. Stock Appreciation Rights.  The Committee may, in\nits discretion, grant a Stock Appreciation Right to the holder of\nany Non-qualified Stock Option granted hereunder.  In addition, a\nStock Appreciation Right may be granted independently of and\nwithout relation to any stock option.  Stock Appreciation Rights\nshall be subject to such terms and conditions consistent with the\nPlan as the Committee shall impose from time to time, including\nthe following:\n\n             (a)   A Stock Appreciation Right may be granted\n          with respect to a Non-qualified Stock Option at the\n          time of its grant or at any time thereafter up to six\n          (6) months prior to its expiration.\n\n             (b)   Each Stock Appreciation Right will entitle\n          the holder to elect to receive up to 100% of the\n          appreciation in fair market value of the shares subject\n          thereto up to the date the right is exercised.  In the\n          case of a Stock Appreciation Right issued in relation\n          to a Non-qualified Stock Option, such appreciation\n          shall be measured from the option price.  In the case\n          of a Stock Appreciation Right issued independently of\n          any stock option, the appreciation shall be measured\n          from not less than the fair market value of the Common\n          Stock on the date the right is granted.\n\n             (c)   The Committee shall have the discretion to\n          satisfy a participant's right to receive the amount of\n          cash determined under subparagraph (b) hereof, in whole\n          or in part, by the delivery of shares of Common Stock\n          valued as of the date of the participant's election.\n\n             (d)   In the event of the exercise of a Stock\n          Appreciation Right, the number of shares reserved for\n          issuance hereunder (and the shares subject to the\n          related option, if any) shall be reduced by the number\n          of shares with respect to which the right is exercised.\n\n          9. Nontransferability.  Each Benefit granted under this\nPlan shall not be transferable other than by will or the laws of\ndescent and distribution, and shall be exercisable, during the\nholder's lifetime, only by the holder.\n\n          10.  Other Provisions.  The award of any Benefit under\nthe Plan may also be subject to other provisions (whether or not\napplicable to the Benefit awarded to any other participant) as\nthe Committee determines appropriate, including, without\nlimitation, provisions for the purchase of common shares under\nstock options in installments, provisions for the payment of the\npurchase price of shares under stock options by delivery of other\nshares of the Company having a then market value equal to the\npurchase price of such shares, restrictions on resale or other\ndisposition, such provisions as may be appropriate to comply with\nfederal or state securities laws and stock exchange requirements\nand understandings or conditions as to the participant's\nemployment in addition to those specifically provided for under\nthe Plan.\n\n          11.  Term of Plan and Amendment, Modification or\nCancellation of Benefits.  No Benefit shall be granted after\nDecember 8, 2001; provided, however, that the terms and\nconditions applicable to any Benefits granted prior to such date\nmay at any time be amended, modified, extended or canceled by\nmutual agreement between the Committee and the participant or\nsuch other persons as may then have an interest therein, so long\nas any amendment or modification does not increase the number of\nshares of Common Stock issuable under this Plan and any extension\ndoes not extend the option term beyond ten (10) years.\n\n          12.  Taxes.  The Company shall be entitled to withhold\nthe amount of any tax attributable to any amount payable or\nshares deliverable under the Plan after giving the person\nentitled to receive such amount or shares notice as far in\nadvance as practicable, and the Company may defer making payment\nor delivery if any such tax may be pending unless and until\nindemnified to its satisfaction.\n\n          13.  Fair Market Value.  The Fair Market Value of the\nCompany's shares of Common Stock at any time shall be determined\nin such manner as the Committee may deem equitable or required by\napplicable laws or regulations.\n\n          14. Adjustment Provisions.\n\n             (a)   If the Company shall at any time change the\n          number of issued shares of Common Stock without new\n          consideration to the Company (such as by stock dividend\n          or stock split), the total number of shares reserved\n          for issuance under this Plan, the maximum number of\n          shares with respect to which options or Stock\n          Appreciation Rights may be granted to any individual,\n          the exercise price of outstanding options (other than\n          options granted prior to July 12, 1994) and the base\n          for measuring a Stock Appreciation Right and the number\n          of shares covered by each outstanding Benefit\n          (including the number of shares issuable upon exercise\n          of outstanding options granted prior to July 12, 1994,\n          which are exercisable for 'reclassification packages'\n          consisting of a combination of cash and shares, so that\n          the number of shares included in each such\n          reclassification package shall adjust as herein\n          provided) shall be adjusted so that the aggregate\n          consideration payable to the Company and the value of\n          each such Benefit shall not be changed.  The Committee\n          shall also have the right to provide for the\n          continuation of Benefits or for other equitable\n          adjustments after changes in the shares of Common Stock\n          resulting from the reorganization, sale, merger,\n          consolidation or similar occurrence.\n\n             (b)   Notwithstanding any other provision of this\n          Plan, and without affecting the number of shares\n          otherwise reserved or available hereunder, the\n          Committee may authorize the issuance or assumption of\n          Benefits in connection with any merger, consolidation,\n          acquisition of property or stock, or reorganization\n          upon such terms and conditions as it may deem\n          appropriate.\n\n          15.  Amendment and Termination of Plan.  The Board of\nDirectors of the Company may amend the Plan from time to time or\nterminate the Plan at any time, but no such action shall reduce\nthe then existing amount of any participant's Benefit or\nadversely change the terms and conditions thereof without the\nparticipant's consent.  However, except for adjustments expressly\nprovided for herein, no amendment may, without stockholder\napproval, (i) materially increase the Benefits accruing to\nparticipants, (ii) materially increase the number of shares which\nmay be issued, or (iii) materially modify the requirements as to\neligibility for participation in the Plan.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9136],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9539,9546],"class_list":["post-38145","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ual-corp","corporate_contracts_industries-transportation__air","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38145","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38145"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38145"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38145"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38145"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}