{"id":38217,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-directors-plan-ual-cor2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-directors-plan-ual-cor2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-directors-plan-ual-cor2.html","title":{"rendered":"1995 Directors Plan &#8211; UAL Corp."},"content":{"rendered":"<pre>              UAL CORPORATION 1995 DIRECTORS PLAN\n\n\n\n\n                       TABLE OF CONTENTS\n\n                                                         Page No.\n\n1.   General                                                  1\n\n     1.1  Purpose, History and Effective Date                 1\n     1.2  Participation                                       1\n     1.3  Administration                                      1\n     1.4  Shares Subject to the Plan                          2\n     1.5  Compliance with Applicable Laws                     3\n     1.6  Director and Shareholder Status                     3\n     1.7  Definition of Fair Market Value                     3\n     1.8  Source of Payments                                  3\n     1.9  Nonassignment                                       3\n     1.10 Elections                                           4\n\n2.   Formula Stock Awards                                     4\n\n3.   Elections to Receive Stock in Lieu of\n        Eligible Cash Fees                                    4\n\n     3.1  Election to Receive Stock                           4\n     3.2  Revocation of Election to Receive Stock             4\n     3.3  Equivalent Amount of Stock                          5\n\n4.   Deferral Elections                                       5\n\n     4.1  Deferrals of Fees                                   5\n     4.2  Deferral of Stock Awards                            6\n     4.3  Crediting and Adjustment of Deferred Amounts        7\n     4.4  Payment of Deferred Compensation Account            9\n     4.5  Payments in the Event of Death                     10\n\n5.   Amendment and Termination                               11\n\n                        UAL CORPORATION\n                      1995 DIRECTORS PLAN\n\n\n                            SECTION 1\n\n                            General\n\n     1.1. Purpose, History and Effective Date.  UAL Corporation\n(the 'Company') maintains the UAL Corporation 1992 Stock Plan for\nOutside Directors (the 'Prior Plan') which provides certain\nbenefits to non-employee directors of the Company.  In order to\n(i) encourage stock ownership by directors to further align their\ninterests with those of the stockholders of the Company, while at the same\ntime providing flexibility for directors who, due to their individual\ncircumstances, may be unable to take stock in lieu of cash compensation, \nand (ii) add certain deferral features for fees and stock awards,\nthe Company has authorized a variety of compensation\nalternatives, including those set forth in the Prior Plan, that\nwill be available to Outside Directors under a new plan to be\nknown as the UAL Corporation 1995 Directors Plan (the 'Plan').\nThe Plan shall be effective immediately upon approval by the\nBoard of Directors, except that subsections 1.4, 1.5, 1.7, 1.8\nand 4.2 and Sections 2 and 3 and all references to Stock Awards,\nStock Deferrals and the Company Stock Subaccount shall be\neffective on July 3, 1995, but only if the Plan is approved by\nshareholders of the Company (the 'Effective Date') prior thereto.\nUpon the Effective Date the Prior Plan shall be terminated (with\nprior stock deferrals thereunder being treated as deferrals under\nsubsection 4.2 of the Plan); provided, however, that if\nshareholder approval is not obtained at the next annual meeting\nof shareholders of the Company, subsections 1.4, 1.5, 1.7, 1.8\nand 4.2 and Sections 2 and 3 and all references to Stock Awards,\nStock Deferrals and the Company Stock Subaccount shall be deleted\nand the Plan shall be restated accordingly, and the Prior Plan\nwill continue in effect in accordance with its terms.\n\n     1.2. Participation.  Only Outside Directors shall be\neligible to participate in the Plan.  As of any applicable date,\nan 'Outside Director' is a person who is serving as a director of\nthe Company who is not an employee of the Company or any\nsubsidiary of the Company as of that date.\n\n     1.3. Administration.  The authority to manage and control\nthe operation and administration of the Plan shall be vested in\nthe Executive Committee of the Board (the 'Committee').  Subject\nto the limitations of the Plan, the Committee shall have the sole\nand complete authority to:\n\n     (a)  interpret the Plan and to adopt, amend and rescind\n          administrative guidelines and other rules and\n          regulations relating to the Plan;\n\n     (b)  correct any defect or omission and to reconcile any\n          inconsistency in the Plan or in any payment made\n          hereunder; and\n\n     (c)  to make all other determinations and to take all other\n          actions necessary or advisable for the implementation\n          and administration of the Plan.\n\nThe Committee's determinations on matters within its control\nshall be conclusive and binding on the Company and all other\npersons.  Notwithstanding the foregoing, no member of the\nCommittee shall act with respect to the administration of the\nPlan except to the extent consistent with the exempt status of\nthe Plan under Rule 16b-3 promulgated under the Securities\nExchange Act of 1934, as amended ('Rule 16b-3').\n\n     1.4. Shares Subject to the Plan.  Shares of stock which may\nbe distributed under the plan are shares of common stock of the\nCompany, par value $.01 per share ('Stock').  The shares of Stock\nwhich shall be available for distribution pursuant to the Plan\nshall be treasury shares (including, in the discretion of the\nCompany, shares purchased in the open market).  The number of\nshares of Stock to be distributed pursuant to Outside Directors'\nelections to receive shares of Stock in lieu of Eligible Cash\nFees (as described in subsection 3.1) shall be determined in\naccordance with Section 3.  The number of shares of Stock to be\ndistributed pursuant to Outside Directors' Deferral Elections (as\ndescribed in Section 4) shall be determined in accordance with\nSection 4.  The number of shares of Stock which are available for\nawards under Section 2 shall be 20,000; provided, however, that:\n\n     (a)  in the event of any merger, consolidation,\n          reorganization, recapitalization, spinoff, stock split,\n          reverse stock split, rights offering, exchange or other\n          change in the corporate structure or capitalization of\n          the Company affecting the Stock, the number and kind of\n          shares of Stock available for awards under Section 2\n          and the annual awards provided thereunder shall be\n          equitably adjusted in such manner as the Committee\n          shall determine in its sole judgment;\n\n     (b)  in determining what adjustment, if any, is appropriate\n          pursuant to paragraph (a), the Committee may rely on\n          the advice of such experts as they deem appropriate,\n          including counsel, investment bankers and the\n          accountants of the Company; and\n\n     (c)  no fractional shares shall be granted or authorized\n          pursuant to any adjustment pursuant to paragraph (a),\n          although cash payments may be authorized in lieu of\n          fractional shares that may otherwise result from such\n          an equitable adjustment.\n\n     1.5. Compliance with Applicable Laws.  Notwithstanding any\nother provision of the Plan, the Company shall have no obligation\nto deliver any shares of Stock under the Plan unless such\ndelivery would comply with all applicable laws and the applicable\nrequirements of any securities exchange or similar entity.  Prior\nto the delivery of any shares of Stock under the Plan, the\nCompany may require a written statement that the recipient is\nacquiring the shares for investment and not for the purpose or\nwith the intention of distributing the shares.  If the\nredistribution of shares is restricted pursuant to this\nsubsection 1.5, the certificates representing such shares may\nbear a legend referring to such restrictions.\n\n     1.6. Director and Shareholder Status.  The Plan will not\ngive any person the right to continue as a director of the\nCompany, or any right or claim to any benefits under the Plan\nunless such right or claim has specifically accrued under the\nterms of the Plan.  Participation in the Plan shall not create\nany rights in a director (or any other person) as a shareholder\nof the Company until shares of Stock are registered in the name\nof the director (or such other person).\n\n     1.7. Definition of Fair Market Value.   The 'Fair Market\nValue' of a share of Stock on any date shall be equal to the\naverage of the high and low prices of a share of Stock reported\nfor New York Stock Exchange Composite Transactions for the\napplicable date or, if there are no such reported trades for such\ndate, for the last previous date for which trades were reported.\n\n     1.8. Source of Payments.  Except for Stock actually\ndelivered pursuant to the Plan, the Plan constitutes only an\nunfunded, unsecured promise of the Company to make payments or\nawards to directors (or other persons) or deliver Stock in the\nfuture in accordance with the terms of the Plan.\n\n     1.9. Nonassignment.  Neither a director's nor any other\nperson's rights to payments or awards under the Plan are subject\nin any manner to anticipation, alienation, sale, transfer,\nassignment, pledge, encumbrance, attachment or garnishment by\ncreditors of the director.\n\n     1.10. Elections.  Any notice or document required to be filed\nwith the Committee under the Plan will be properly filed if\ndelivered or mailed by registered mail, postage prepaid, to the\nCommittee, in care of the Company, at the Company's principal\nexecutive offices.  The Committee may, by advance written notice\nto affected persons, revise such notice procedure from time to\ntime.  Any notice required under the Plan may be waived by the\nperson entitled thereto.\n\n                           SECTION 2\n\n                      Formula Stock Awards\n\n     As of the first business day of January each year after the\nEffective Date, each Outside Director shall be awarded 100 shares\nof Stock (the 'Stock Award').\n\n\n                           SECTION 3\n\n                 Elections to Receive Stock in\n                   Lieu of Eligible Cash Fees\n\n     3.1. Election to Receive Stock.  Subject to the terms and\nconditions of the Plan, each Outside Director may elect to forego\nreceipt of all or any portion of the Eligible Cash Fees (as\ndefined below) payable to him or her during 1995 following the\nEffective Date (or payable during 1995 prior to the Effective\nDate and subject to a Deferral Election made in accordance with\nSection 4) and during any calendar year thereafter and instead to\nreceive whole shares of Stock of equivalent value to the Eligible\nCash Fees so foregone (determined in accordance with subsection\n3.3).  An election under this subsection 3.1 to have Eligible\nCash Fees paid in shares of Stock shall be valid only if it is in\nwriting, signed by the Outside Director, and filed with the\nCommittee in accordance with uniform and nondiscriminatory rules\nadopted by the Committee but, in any event:\n     \n          (a) at least six months prior to any date in 1995\n          following the Effective Date or subsequent years on\n          which such Eligible Cash Fees would otherwise be\n          payable; and\n     \n          (b) prior to January 1, 1995 with respect to any amounts\n          payable during 1995 prior to the Effective Date and\n          deferred pursuant to a Deferral Election made in\n          accordance with Section  4.\n\nFor purposes of the Plan, the term 'Eligible Cash Fees' means the\nretainer fees, meeting fees, committee fees and committee chair\nfees that would otherwise be payable to the Outside Director by\nthe Company in cash as established, from time to time, by the\nBoard or any committee thereof.\n     \n     3.2. Revocation of Election to Receive Stock.  Once\neffective, an election pursuant to subsection 3.1 to receive\nStock shall remain in effect for successive calendar years until\nit is revised or revoked.  Any such revision or revocation shall\nbe in writing, signed by the Outside Director and filed with the\nCommittee and shall be effective for the calendar year next\nfollowing the date on which it is received by the Committee, or\nsuch later date specified in such notice; provided, however, that\nno revision or revocation shall be effective prior to six months\nfrom the date it is made.\n\n     3.3. Equivalent Amount of Stock.  The number of whole shares\nof Stock to be distributed to any Outside Director, or credited\nto his or her Deferred Compensation Account (as defined in\nsubsection 4.3) pursuant to a Deferral Election made in\naccordance with Section 4, by reason of his or her election\npursuant to subsection 3.1 to receive Stock in lieu of Eligible\nCash Fees shall be equal to:\n\n     (a)  the amount of the Eligible Cash Fees which the Outside\n          Director has elected to have paid to him or her in\n          shares of Stock or credited to his or her Company Stock\n          Subaccount (as defined in subsection 4.3);\n\n          DIVIDED BY\n\n     (b)  the Fair Market Value of a share of Stock as of the\n          date on which such Eligible Cash Fees would otherwise\n          have been payable to the Outside Director.\n\n\nThe Fair Market Value of any fractional share shall be paid to\nthe Outside Director in cash; provided, however, that fractional\nshares subject to a Deferral Election filed in accordance with\nsubsection 4.1 shall be deferred and credited to the Company\nStock Subaccount.\n\n\n                           SECTION 4\n\n                       Deferral Elections\n\n     4.1. Deferrals of Fees.  Subject to the terms and conditions\nof the Plan, each Outside Director, by filing a written 'Deferral\nElection' with the Committee in accordance with uniform and\nnondiscriminatory rules adopted by the Committee, may elect to\ndefer the receipt of all or any portion of the Eligible Cash Fees\notherwise payable to him or her for a calendar year commencing on\nor after January 1, 1995 (including any Eligible Cash Fees that\nhe or she has elected to receive in Stock pursuant to Section 3)\nuntil a future date (the 'Distribution Date') specified by the\nOutside Director in his or her Deferral Election as of which\npayment of his or her Deferred Compensation Account attributable\nto amounts deferred pursuant to his or her Deferral Election\nshall commence in accordance with subsection 4.4; provided,\nhowever, that in no event shall the Distribution Date elected\npursuant to this subsection 4.1 be different from the\nDistribution Date, if any, elected by the Outside Director\npursuant to subsection 4.2.  If no Distribution Date is specified\nin an Outside Director's Deferral Election or has otherwise been\nelected by the Outside Director pursuant to subsection 4.2, the\nDistribution Date shall be deemed to be the first business day in\nJanuary of the year following the date on which the Outside\nDirector ceases to be a director of the Company for any reason.\nAn Outside Director's Deferral Election shall be effective with\nrespect to Eligible Cash Fees (including any Eligible Cash Fees\nthat he or she has elected to receive in Stock pursuant to\nSection 3) otherwise payable to him or her for services rendered\nafter the last day of the calendar year in which such election is\nfiled with the Committee; provided, however, that:\n\n     (a)  a Deferral Election which is filed within 30 days of\n          the date on which a director first becomes an Outside\n          Director shall be effective with respect to all\n          Eligible Cash Fees (including any Eligible Cash Fees\n          that he or she has elected to receive in Stock pursuant\n          to Section 3) otherwise payable to him or her after the\n          date of the Deferral Election; and\n\n     (b)  by notice filed with the Committee in accordance with\n          uniform and nondiscriminatory rules established by it,\n          a director may terminate or modify any Deferral\n          Election as to Eligible Cash Fees payable for services\n          rendered after the last day of the calendar year in\n          which such notice is filed with the Committee;\n          provided, however, that no modification may be made to\n          the Distribution Date unless the Outside Director shall\n          file such notice with the Committee at least one year\n          prior thereto.\n\nNotwithstanding the provisions of paragraph (b) next above, the\nCommittee may, in its sole discretion, after considering all of\nthe pertinent facts and circumstances, approve a change to the\nDistribution Date which is requested by an Outside Director less\nthan one year prior thereto.\n\n\n     4.2. Deferral of Stock Awards.  Subject to the terms and\nconditions of the Plan, each Outside Director, by filing a\nwritten 'Stock Deferral Election' with the Committee in\naccordance with uniform and nondiscriminatory rules adopted by\nthe Committee, may elect to defer the receipt of all or any\nportion of the Stock Award which is otherwise to be made to him\nor her for 1996 and subsequent years until the Distribution Date;\nprovided, however, that if no Distribution Date has been elected\n(or is deemed to have been elected) pursuant to subsection 4.1,\nthe 'Distribution Date' shall be the date specified by the\nOutside Director in his or her Stock Deferral Election or, if no\nsuch date is specified, the first business day in January of the\nyear following the date on which the Outside Director ceases to\nbe a director of the Company for any reason.  An Outside\nDirector's Stock Deferral Election shall be effective with\nrespect to Stock Awards otherwise to be made to him or her\npursuant to Section 2 after the last day of the calendar year in\nwhich such election is filed with the Committee; provided,\nhowever, that by notice filed with the Committee in accordance\nwith uniform and nondiscriminatory rules established by it, an\nOutside Director may terminate or modify any Stock Deferral\nElection as to Stock Awards to be made after the last day of the\ncalendar year in which such notice is filed with the Committee;\nfurther provided that no modification may be made to the Stock\nDistribution Date unless the Outside Director shall file such\nnotice with the Committee at least one year prior thereto.\n\n     4.3. Crediting and Adjustment of Deferred Amounts.  The\namount of any Eligible Cash Fees (including any Eligible Cash\nFees that he or she has elected to receive in Stock pursuant to\nSection 3) deferred pursuant to subsection 4.1 ('Deferred\nCompensation') and the amount of any Stock Award deferred by an\nOutside Director pursuant to a Stock Deferral Election ('Stock\nDeferral') shall be credited to a bookkeeping account maintained\nby the Company in the name of the Outside Director (the 'Deferred\nCompensation Account'), which account shall consist of two\nsubaccounts, one known as the 'Cash Subaccount' and the other as\nthe 'Company Stock Subaccount.'  Any Stock Deferrals and Eligible\nCash Fees that the Outside Director has elected to receive in\nStock pursuant to Section 3 and which he or she has also elected\nto defer pursuant to subsection 4.1 shall be credited to his or\nher Company Stock Subaccount.  Any other Deferred Compensation\nshall be credited to his or her Cash Subaccount.  An Outside\nDirector's Deferred Compensation Account shall be adjusted as\nfollows:\n\n     (a)  As of the first day of February, May, August and\n          November, and as of July 3, 1995 (which dates are\n          referred to herein as 'Accounting Dates'), the Outside\n          Director's Cash Subaccount shall be adjusted as\n          follows:\n\n          (i)   first, the amount of any distributions made since\n                the last preceding Accounting Date and\n                attributable to the Cash Subaccount shall be\n                charged to the Cash Subaccount;\n\n          (ii)  next, the balance of the Cash Subaccount after\n                adjustment in accordance with subparagraph (i)\n                above shall be credited with interest for the\n                period since the last preceding Accounting Date\n                computed at the prime rate as reported by The\n                Wall Street Journal for the current Accounting\n                Date, or if such date is not a business day, for\n                the next preceding business day;\n\n          (iii) next, on the Accounting Date occurring on July 3,\n                1995, the balance in the cash Subaccount shall be\n                charged with a distribution equal to that portion\n                of the balance in the Cash Subaccount which is\n                attributable to Eligible Cash Fees payable prior\n                to the Effective Date which the Outside Director\n                has elected to receive in Stock pursuant to\n                Section 3 and which were credited to the Cash\n                Subaccount pursuant to the Outside Director's\n                Deferral Election (as adjusted in accordance with\n                the terms of the Plan through July 3, 1995); and\n          \n          (iv)  finally, after adjustment in accordance with the\n                foregoing provisions of this paragraph (a), the\n                Cash Subaccount shall be credited with the\n                portion of the Deferred Compensation otherwise\n                payable to the Outside Director since the last\n                preceding Accounting Date or, in the case of the\n                Accounting Date occurring on February 1, 1995,\n                subsequent to January 1, 1995, which is to be\n                credited to the Cash Subaccount.\n\n     (b)  The Outside Director's Company Stock Subaccount shall\n          be adjusted as follows:\n\n          (i)   as of the Effective Date, the Company Stock\n                Subaccount shall be credited with that number of\n                stock units ('Stock Units') which is equal to the\n                amount charged to the Cash Subaccount as of that\n                date pursuant to subparagraph (a) (iii) next\n                above, divided by the Fair Market Value of a\n                share of Stock as of the Effective Date;\n          \n          (ii)  as of any date on or after the Effective Date on\n                which Eligible Cash Fees would have been payable\n                to the Outside Director in Stock but for his or\n                her Deferral Election, the Company Stock\n                Subaccount shall be credited with a number of\n                Stock Units equal to the number of shares of\n                Stock (including any fractional shares) to which\n                he or she would have been entitled pursuant to\n                Section 3;\n\n          (iii) as of the date on which a Stock Award would be\n                made to the Outside Director pursuant to Section\n                2 but for his or her Stock Deferral Election, the\n                Company Stock Subaccount shall be credited with a\n                number of Stock Units equal to the number of\n                shares of Stock that would have been awarded to\n                the Outside Director as of such date but for his\n                or her Stock Deferral Election;\n\n          (iv)  as of the date on which shares of Stock are\n                distributed to the Outside Director in accordance\n                with subsection 4.4 below, the Company Stock\n                Subaccount shall be charged with an equal number\n                of Stock Units; and\n\n          (v)   as of the record date for any dividend paid on\n                Stock, the Company Stock Subaccount shall be\n                credited with that number of additional Stock\n                Units which is equal to the number obtained by\n                multiplying the number of Stock Units then\n                credited to the Company Stock Subaccount by the\n                amount of the cash dividend or the fair market\n                value (as determined by the Board of Directors)\n                of any dividend in kind payable on a share of\n                Stock, and dividing that product by the then Fair\n                Market Value of a share of Stock.\n\nIn the event of any merger, consolidation, reorganization, reca\npitalization, spinoff, stock split, reverse stock split, rights\noffering, exchange or other change in the corporate structure or\ncapitalization of the Company affecting the Stock, each Outside\nDirector's Company Stock Subaccount shall be equitably adjusted\nin such manner as the Committee shall determine in its sole\njudgment.\n\n     4.4. Payment of Deferred Compensation Account.  Except as\notherwise provided in this subsection 4.4 or subsection 4.5, the\nbalances credited to the Cash Subaccount and Company Stock\nSubaccount of an Outside Director's Deferred Compensation Account\nshall each be payable to the Outside Director in 10 annual\ninstallments commencing as of the Distribution Date and\ncontinuing on each annual anniversary thereof.  Notwithstanding\nthe foregoing, an Outside Director may elect, by filing a notice\nwith the Committee at least one year prior to the Distribution\nDate, to change the number of payments to a single payment or to\nany number of annual payments not in excess of ten.  Each such\npayment shall include a cash portion, if applicable, and a Stock\nportion, if applicable, as follows:\n\n     (a)  The cash portion to be paid as of the Distribution Date\n          or any anniversary thereof and charged to the Cash\n          Subaccount shall be equal to the balance of the Cash\n          Subaccount multiplied by a fraction, the numerator of\n          which is one and the denominator of which is the number\n          of remaining payments to be made, including such\n          payment.\n\n     (b)  The Stock portion to be paid as of the Distribution\n          Date or any anniversary thereof and charged to the\n          Company Stock Subaccount shall be distributed in whole\n          shares of Stock, the number of shares of which shall be\n          determined by rounding to the next lower integer the\n          product obtained by multiplying the number of Stock\n          Units then credited to the Outside Director's Company\n          Stock Subaccount by a fraction, the numerator of which\n          is one and the denominator of which is the number of\n          remaining payments to be made, including such payment.\n          The Fair Market Value of any fractional share of Stock\n          remaining after all Stock distributions have been made\n          to the Outside Director pursuant to this paragraph (b)\n          shall be paid to the Outside Director in cash.\n\nNotwithstanding the foregoing, the Committee, in its sole\ndiscretion, may distribute all balances in any Deferred\nCompensation Account to an Outside Director (or former Outside\nDirector) in a lump sum as of any date.  Notwithstanding the\nforegoing, the Committee, in its sole discretion, may distribute\nall of an Outside Director's Share Unit Account to such Outside\nDirector (or former Outside Director) in a lump sum as of any\ndate or, if requested by an Outside Director who has elected to\nreceive a lump sum, the Committee, in its sole discretion, may\ndistribute all balances in any Deferred Compensation Account to\nan Outside Director (or former Outside Director) in installments\nsatisfying this Section 4.4 as requested by the Outside Director\n(or former Outside Director).\n\n     4.5. Payments in the Event of Death.  If an Outside Director\ndies before payment of his or her Deferred Compensation Account\ncommences, all amounts then credited to his or her Deferred\nCompensation Account shall be distributed to his or her\nBeneficiary (as described below), as soon as practicable after\nhis or her death, in a lump sum.  If an Outside Director dies\nafter payment of his or her Deferred Compensation Account has\ncommenced but before the entire balance of such account has been\ndistributed, the remaining balance thereof shall be distributed\nto his or her Beneficiary, as soon as practicable after his or\nher death, in a lump sum.  Any amounts in the Cash Subaccount\nshall be distributed in cash and any amounts in the Stock\nSubaccount shall be distributed in whole shares of Stock\ndetermined in accordance with paragraph 4.4(b), and the Fair\nMarket Value of any fractional share of Stock shall be\ndistributed in cash.  For purposes of the Plan, the Outside\nDirector's 'Beneficiary' is the person or persons the Outside\nDirector designates, which designation shall be in writing,\nsigned by the Outside Director and filed with the Committee prior\nto the Outside Director's death.  A Beneficiary designation shall\nbe effective when filed with the Committee in accordance with the\npreceding sentence.  If more than one Beneficiary has been\ndesignated, the balance in the Outside Director's Deferred\nCompensation Account shall be distributed to each such\nBeneficiary per capita (with cash distributed in lieu of any\nfractional share of Stock).  In the absence of a Beneficiary\ndesignation or if no Beneficiary survives the Outside Director,\nthe Beneficiary shall be the Outside Director's estate.\n\n                           SECTION 5\n\n                   Amendment and Termination\n\n     While the Company expects and intends to continue the Plan,\nthe Board of Directors of the Company reserves the right to, at\nany time and in any way, amend, suspend or terminate the Plan;\nprovided, however, that no amendment, suspension or termination\nshall:\n\n     (a)  be made without shareholder approval to the extent such\n          approval is required by law, agreement or the rules of\n          any exchange or automated quotation system upon which\n          the Stock is listed or quoted;\n\n     (b)  except as provided in subsection 4.4 (relating to lump\n          sum payments of amounts held in an Outside Director's\n          Deferred Compensation Account) or this Section 5,\n          materially alter or impair the rights of an Outside\n          Director under the Plan without the consent of the\n          Outside Director with respect to rights already accrued\n          hereunder;\n\n     (c)  amend the provisions of Section  2 or 3 more frequently\n          than once in any six-month period except to comport\n          with changes in the Internal Revenue Code of 1986, as\n          amended, the Employee Retirement Income Security Act of\n          1974, as amended, or the rules thereunder; or\n\n     (d)  make any change that would disqualify the Plan or any\n          other plan of the Company intended to be so qualified\n          from the exemption provided by Rule 16b-3 under the\n          Securities Exchange Act of 1934, as amended.\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-38217","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\/38217","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=38217"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38217"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38217"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38217"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}