{"id":38198,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-plan-for-outside-directors-ual-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-plan-for-outside-directors-ual-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-plan-for-outside-directors-ual-corp.html","title":{"rendered":"1992 Stock Plan For Outside Directors &#8211; UAL Corp."},"content":{"rendered":"<pre>\n                                                       As Amended\n                                                  August 31, 1994\n                                \n                                \n                         UAL CORPORATION\n                         1992 STOCK PLAN\n                      FOR OUTSIDE DIRECTORS\n\n1.   Purpose.\n\n     The purposes of the Plan are to attract and retain\noutstanding individuals as outside directors of the Company, to\ncompensate them for their contributions to the growth and profits\nof the Company and its subsidiaries and to encourage ownership by\nthem of shares of Common Stock of the Company.\n\n2.  Definitions.\n\n     (a)  'Board' shall mean the Board of Directors of the\nCompany.\n\n     (b)  'Committee' shall mean the Compensation Committee of\nthe Board, selected by and serving at the pleasure of the Board.\n\n     (c)  'Shares' shall mean shares of the common stock of the\nCompany, par value $0.01 per share.\n\n     (d)  'Company' shall mean UAL Corporation.\n\n     (e)  'Outside Director' means a director of the Company who, on\nthe applicable Date of Award, is not an employee of the Company\nor a subsidiary of the Company.\n\n     (f)  'Date of Award' shall mean the date on which Shares are\ngranted to Outside Directors pursuant to Section 3(a) hereof.\n\n     (g)  'Plan' shall mean the UAL Corporation 1992 Stock Plan\nfor Outside Directors.\n\n     (h)  'Recipient' shall mean an Outside Director of the\nCompany to whom Shares are granted pursuant to the Plan.\n\n3.   Shares Available Under the Plan.\n\n     (a)  Each Outside Director shall be granted 100 Shares on\nJuly 1, 1992 and shall be granted 100 Shares on the first\nbusiness day of January in each subsequent year commencing with\nthe year 1993; provided, however, that with respect to the year\n1995 only, such grant of 100 Shares shall occur on the first\nbusiness day of the month of February.\n\n     (b)  An aggregate of 20,000 Shares will be available for\ngrant under the Plan.  Such Shares, which shall be treasury\nshares, shall be credited to a Share reserve.  Upon the grant of\nShares hereunder, said reserve shall be reduced by the number of\nShares so granted.\n\n     (c)  In the event of any stock dividend, stock split,\nrecapitalization, or merger, consolidation, or reorganization in\nwhich the Company is the survivor, appropriate adjustments shall\nbe made in the aggregate number and kind of Shares which may be\ngranted under the Plan.  Such adjustments shall be made by the\nCommittee.  In determining what adjustment, if any, is\nappropriate, the Committee may rely on the advice of independent\ncounsel and the accountants of the Company, and the determination\nof the Committee shall be final.  No fractional Shares of stock\nshall be granted or authorized by any such adjustment.\n\n4.   Administration.\n\n     To the extent necessary, the Committee shall administer the\nPlan and it shall have the power to (1) construe and interpret\nthe provisions of the Plan, (2) to prescribe, amend and rescind\nsuch rules and regulations as it deems necessary for the proper\nadministration of the Plan, and (3) to take such action in\nconnection with administering the Plan as it deems necessary or\nadvisable.  All determinations by the Committee in carrying out,\nadministering or construing this Plan shall be final, binding and\nconclusive for all purposes and upon all persons interested\nherein.\n\n5.   Limitations.\n\n     (a)  Except as provided herein, no person shall at any time\nhave any right to receive a grant of Shares hereunder.\n\n     (b)  Neither the action of the Company in establishing the\nPlan, nor any action taken by it or by the Board or the Committee\nunder the Plan, nor any provision of the Plan, shall be construed\nas giving to any person the right to be retained as a member of\nthe Board.\n\n6.   Amendment, Suspension or Termination of the Plan in Whole or\n     in Part.\n\n     (a)  Except as provided in subsections (b) - (c) of this\nSection 6, the Compensation Committee of the Board may amend,\nsuspend or terminate the Plan in whole or in part at any time.\n\n     (b)  No amendment, suspension or termination shall, without\na Recipient's consent, affect adversely such Recipient's rights\nwith respect to Shares which have been granted to him.\n\n     (c)  The provisions in the Plan shall not be amended more\nthan once every six months, except as permitted by Rule 16b-3(c)\n(2)(ii)(B) promulgated under the Securities Exchange Act of\n1934, as amended, or any successor thereto.\n\n7.   Continuation of Benefits.\n\n     Absent express provision to the contrary, upon the\ndissolution or liquidation of the Company, or upon a\nreorganization, merger or consolidation of the Company with one\nor more corporations as a result of which the Company is not the\nsurviving corporation, the Plan shall terminate.\n\n8.   Governing Law.\n\n     This Plan, shall be governed by, and construed in accordance\nwith, the laws of the State of Illinois.  If any provision shall\nbe held by a court of competent jurisdiction to be invalid and\nunenforceable, the remaining provisions of this Plan shall\ncontinue to be fully effective.\n\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":[9539,9543],"class_list":["post-38198","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38198","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=38198"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38198"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38198"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38198"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}