{"id":38218,"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-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-directors-plan-ual-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-directors-plan-ual-corp.html","title":{"rendered":"1995 Directors Plan &#8211; UAL Corp."},"content":{"rendered":"<pre>              UAL CORPORATION 1995 DIRECTORS PLAN\n              -----------------------------------\n                    as amended June 26, 1997\n\n\n\n\n                       TABLE OF CONTENTS\n                       -----------------\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                      2\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                                            3\n\n2.   Awards                                                    3\n\n     2.1  Formula Stock Awards                                 3\n     2.2  Deferred Stock Units                                 4\n\n3.   Receipt of Stock in Lieu of Eligible Cash Fees            4\n\n     3.1  Election to Receive Stock                            4\n     3.2  Revocation of Election to Receive Stock              5 \n     3.3  Election Pursuant to Retirement Plan Resolutions     5 \n     3.4  Equivalent Amount of Stock                           5\n\n4.   Deferral Elections                                        6\n\n     4.1  Deferrals of Fees                                    6\n     4.2  Deferral of Stock Awards and Deferred Stock Units    7\n     4.3  Crediting and Adjustment of Deferred Amounts         8\n     4.4  Payment of Deferred Compensation Account            10\n     4.5  Payments in the Event of Death                      11\n     4.6  Multiple Distribution Dates                         11\n\n5.   Amendment and Termination                                12\n\n\n                         UAL CORPORATION\n                       1995 DIRECTORS PLAN\n                       -------------------\n\n                            SECTION 1\n                            ---------\n\n                             General\n                             -------\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\nthe same time providing flexibility for directors who, due to\ntheir individual circumstances, may be unable to take stock in\nlieu of cash compensation, and (ii) add certain deferral features\nfor fees and stock awards and other items of cash compensation as\ndetermined by the Board of Directors, the Company has authorized\na variety of compensation alternatives, including those set forth\nin the Prior Plan, that will be available to Outside Directors\nunder a new plan to be known as the UAL Corporation 1995\nDirectors Plan (the 'Plan').  The Plan and any and all amendments\nthereto shall be effective immediately upon the respective\napproval thereof by the Board of Directors, except that\nsubsections 1.4, 1.5, 1.7, 1.8, 2.1, 3.1, 3.2 and 3.4 and all\nreferences to Stock Awards, Stock Deferrals and the Company Stock\nSubaccount shall be effective on July 3, 1995 (the 'Effective\nDate').  Upon the Effective Date the Prior Plan shall be\nterminated (with prior stock deferrals thereunder being treated\nas deferrals under subsection 4.2 of the Plan).\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 awards of Deferred Stock Units (as\ndescribed in subsection 2.2) shall be determined in accordance\nwith subsection 2.2.  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 subsection 2.1 shall be 78,800 (1); provided, however,\nthat:\n\n-----\n\n(1) Reflects adjustment to shares issuable under the Plan after\ngiving effect to the stock split in the form of a 300% stock\ndividend effective as of that date and the issuance of 300 shares\nprior to that date.\n\n-----\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 of Stock and Deferred Stock Units\n          provided thereunder shall be equitably adjusted in such\n          manner as the Committee shall determine in its sole\n          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\n                           SECTION 2\n                           ---------\n\n                             Awards\n                             ------\n\n     2.1.  Formula Stock Awards.  As of the first business day of\nJanuary each year after the Effective Date each Outside Director\nshall be awarded 400 (2) shares of Stock ('Stock Award').\n\n-----\n\n(2) Reflects adjustment to the 100 shares originally authorized\nafter giving effect to the stock split in the form of a 300%\nstock dividend effective as of May 6, 1996.\n\n-----\n\n     2.2.  Deferred Stock Units.\n\n     (a)  As of December 31, 1997, and each December 31st\n          thereafter, each person who was an Outside Director at\n          any time during the calendar year ended that date shall\n          be awarded a fixed number of deferred stock units (each\n          such unit representing the right to receive a share of\n          Stock at a future date) ('Deferred Stock Units') equal\n          to the sum of (i) 139 (i.e., the result obtained by\n          dividing $8,500 by the average Fair Market Value of a\n          share of Stock for the twenty consecutive trading days\n          ending December 31, 1996, and rounding to the nearest\n          whole number), and (ii) the result obtained by dividing\n          $2,200 by the average Fair Market Value of a share of\n          Stock for the twenty consecutive trading days ending\n          December 31, 1997, and rounding to the nearest whole\n          number.\n     \n     (b)  Beginning December 31, 1998, and on each December 31\n          thereafter, the amount of Deferred Stock Units awarded\n          pursuant to the preceding paragraph (a) shall be\n          increased by the number of Deferred Stock Units\n          determined pursuant to clause (ii) of the preceding\n          paragraph (a).\n     \nNotwithstanding the foregoing, the number of Deferred Stock Units\nawarded to an Outside Director who is not an Outside Director for\nthe entire calendar year shall be prorated based on the number of\nwhole calendar months he or she was an Outside Director during\nsuch calendar year.\n\n\n                           SECTION 3\n                           ---------\n\n         Receipt of Stock in Lieu of Eligible Cash Fees\n         ----------------------------------------------\n\n     3.1.  Election to Receive Stock.  Subject to the terms and\nconditions of the Plan, including subsection 3.3, each Outside\nDirector may elect to forego receipt of all or any portion of the\nEligible Cash Fees (as defined below) payable to him or her\nduring 1995 following the Effective Date (or payable during 1995\nprior to the Effective Date and subject to a Deferral Election\nmade in accordance with Section 4) and during any calendar year\nthereafter and instead to receive whole shares of Stock of\nequivalent value to the Eligible Cash Fees so foregone\n(determined in accordance with subsection 3.4).  An election\nunder this subsection 3.1 to have Eligible Cash Fees paid in\nshares of Stock shall be valid only if it is in writing, signed\nby the Outside Director, and filed with the Committee in\naccordance with uniform and nondiscriminatory rules adopted by\nthe Committee but, in any event:\n     \n     (a)  at least six months prior to any date in 1995\n          following the Effective Date or, except as provided in\n          subsection 3.3 below, subsequent years in which such\n          Eligible Cash Fees would otherwise be 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, committee chair\nfees, and any other items of cash compensation as designated by\nthe Board of Directors that would otherwise be payable to the\nOutside Director by the Company in cash as established, from time\nto time, by the Board or any committee thereof, including without\nlimitation, the amounts credited to an Outside Director's\nDeferred Compensation Account (as hereinafter defined) pursuant\nto resolutions (the 'Retirement Plan Resolutions') adopted by the\nBoard on September 26, 1996 in respect of the cessation of\nbenefit accruals under the UAL Corporation Retirement Plan for\nOutside Directors (the 'Retirement Plan').\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, as to Eligible Cash Fees\npayable for services rendered during 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, as to any Eligible\nCash Fees otherwise receivable, prior to six months from the date\nit is made.\n\n     3.3.  Election Pursuant to Retirement Plan Resolutions.\nIf no election to have Eligible Cash Fees which have been\ncredited to an Outside Director's Deferred Compensation Account\npursuant to the Retirement Plan Resolutions deferred in the form\nof cash is received on or before December 1, 1996, such Outside\nDirector shall automatically be deemed to have elected to have\nsuch fees deferred in the form of Stock.\n\n     3.4.  Equivalent Amount of Stock.\n     \n     (a)  The number of whole shares of Stock to be distributed\n          to any Outside Director, or credited to his or her\n          Deferred Compensation Account (as defined in subsection\n          4.3) pursuant to a Deferral Election made in accordance\n          with Section 4, by reason of his or her election\n          pursuant to subsection 3.1 to receive Stock in lieu of\n          Eligible Cash Fees or pursuant to subsection 3.3 shall\n          be equal to:\n\n          (i)  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\n               Stock Subaccount (as defined in subsection 4.3);\n\n          DIVIDED BY\n\n         (ii)  (A)the Fair Market Value of a share of Stock\n               as of the date on which such Eligible Cash Fees\n               would otherwise have been payable to the Outside\n               Director or (B) in the case of Eligible Cash Fees\n               credited pursuant to the Retirement Plan\n               Resolutions, the average Fair Market Value of a\n               share of Stock for the twenty consecutive trading\n               days ending December 31, 1996.\n\n     (b)  The Fair Market Value of any fractional share shall\n          be paid to the Outside Director in cash; provided,\n          however, that fractional shares subject to a Deferral\n          Election filed in accordance with subsection 4.1 shall\n          be deferred and credited to the Company Stock Subaccount.\n\n\n                           SECTION 4\n                           ---------\n\n                       Deferral Elections\n                       ------------------\n\n     4.1.  Deferrals of Fees.\n           \n     (a)  General.  Subject to the terms and conditions of the\n          Plan, each Outside Director, by filing a written\n          'Deferral Election' with the Committee in accordance\n          with uniform and nondiscriminatory rules adopted by the\n          Committee, may elect to defer the receipt of all or any\n          portion of the Eligible Cash Fees otherwise payable to\n          him or her for a calendar year commencing on or after\n          January 1, 1995 (including any Eligible Cash Fees that\n          he or she has elected to receive in Stock pursuant to\n          Section 3) until a future date (the 'Distribution\n          Date') specified by the Outside Director in his or her\n          Deferral Election as of which payment of his or her\n          Deferred Compensation Account attributable to amounts\n          deferred pursuant to his or her Deferral Election shall\n          commence in accordance with subsection 4.4; provided,\n          however, that in no event shall the Distribution Date\n          elected pursuant to this subsection 4.1(a) be different\n          from the Distribution Date, if any, elected by the\n          Outside Director pursuant to subsection 4.2.  If no\n          Distribution Date is specified in an Outside Director's\n          Deferral Election or has otherwise been elected by the\n          Outside Director pursuant to subsection 4.2, the\n          Distribution Date shall be deemed to be the first\n          business day in January of the year following the date\n          on which the Outside Director ceases to be a director\n          of the Company for any reason. An Outside Director's\n          Deferral Election shall be effective with respect to\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 for\n          services rendered after the last day of the calendar\n          year in which such election is filed with the\n          Committee; provided, however, that except as provided\n          in subsection 4.1(b):\n\n          (i)  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\n               Fees that he or she has elected to receive in\n               Stock pursuant to Section 3) otherwise payable to\n               him or her after the date of the Deferral Election; and\n\n         (ii)  by notice filed with the Committee in accordance\n               with uniform and nondiscriminatory rules\n               established by it, a director may terminate or\n               modify any Deferral Election as to Eligible Cash\n               Fees payable for services rendered after the last\n               day of the calendar year in which such notice is\n               filed with the Committee; provided, however, that\n               no modification may be made to the Distribution\n               Date unless the Outside Director shall file such\n               notice with the Committee at least one year prior\n               thereto.\n\nNotwithstanding the provisions of paragraph (ii) 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     (b)  Deferral of Eligible Cash Fees Credited Pursuant to\nRetirement Plan Resolutions and Section 2.2.\n\n          A Deferral Election shall be deemed to have been made\n          and be effective automatically without the requirement of a\n          written Deferral Election for the Eligible Cash Fees credited to\n          the Plan pursuant to (i) the Retirement Plan Resolutions, the\n          deferral of which is mandatory pursuant to the terms of such\n          resolutions, and (ii) Section 2.2, the deferral of which is\n          mandatory.  The Distribution Date for such deferrals shall not be\n          different than the Distribution Date selected pursuant to\n          subsections 4.1(a) and 4.2; provided that in no event shall the\n          Distribution Date for such Eligible Cash Fees be earlier than the\n          first business day in January of the year following the date on\n          which the Outside Director ceases to be a director of the Company\n          for any reason.  In no event shall the Distribution Date pursuant\n          to this subsection 4.1(b) be different from the Distribution Date\n          for Deferred Stock Units pursuant to subsection 4.2.\n\n     4.2.  Deferral of Stock Awards and Deferred Stock Units.\nSubject to the terms and conditions of the Plan, each Outside\nDirector, by filing a written 'Stock Deferral Election' with the\nCommittee in accordance with uniform and nondiscriminatory rules\nadopted by the Committee, may elect to defer the receipt of all\nor any portion of the Stock Award which is otherwise to be made\nto him or her for 1996 and subsequent years until the\nDistribution Date; provided, however, that if no Distribution\nDate has been elected (or is deemed to have been elected)\npursuant to subsection 4.1, the 'Distribution Date' shall be the\ndate specified by the Outside Director in his or her Stock\nDeferral Election or, if no such date is specified, the first\nbusiness day in January of the year following the date on which\nthe Outside Director ceases to be a director of the Company for\nany reason.  An Outside Director's Stock Deferral Election shall\nbe effective with respect to Stock Awards otherwise to be made to\nhim or her pursuant to subsection 2.1 after the last day of the\ncalendar year in which such election is filed with the Committee;\nprovided, however, that by notice filed with the Committee in\naccordance with uniform and nondiscriminatory rules established\nby it, an Outside Director may terminate or modify any Stock\nDeferral Election as to Stock Awards to be made after the last\nday of the calendar year in which such notice is filed with the\nCommittee.  No modification may be made to the Distribution Date\nunless the Outside Director shall file such notice with the\nCommittee at least one year prior thereto.  Notwithstanding the\nprovisions of this section, the Committee may, in its sole\ndiscretion, after considering all of the pertinent facts and\ncircumstances, approve a change to the Distribution Date which is\nrequested by an Outside Director less than one year prior\nthereto.  The Distribution Date for Deferred Stock Units awarded\npursuant to subsection 2.2 shall be established, and may be\nmodified, in the same manner as the Distribution Date for Stock\nAwards as provided in this subsection 4.2; provided that in no\nevent shall the Distribution Date for Deferred Stock Units be\nearlier than the first business day in January of the year\nfollowing the date on which the Outside Director ceases to be a\ndirector of the Company for any reason.  Subject to the proviso\nto the preceding sentence, the Distribution Date for Deferred\nStock Units awarded pursuant to subsection 2.2 shall be the same\nas the Distribution Date, if any, for Stock Awards pursuant to\nthis subsection 4.2.\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 or the Retirement\nPlan Resolutions ('Deferred Compensation'), and the amount of any\nStock Award deferred by an Outside Director pursuant to a Stock\nDeferral Election and any Deferred Stock Unit (each, a '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 or is deemed to\nhave elected to receive in Stock pursuant to Section 3 and which\nhe or she has also elected to defer pursuant to subsection 4.1 or\nis required to defer pursuant to subsection 2.2 or the Retirement\nPlan Resolutions shall be credited to his or her Company Stock\nSubaccount.  Any other Deferred Compensation shall be credited to\nhis or her Cash Subaccount.  An Outside Director's Deferred\nCompensation Account shall be adjusted as follows:\n\n     (a)  As of the first day of February, May, August and\n          November, and as of July 3, 1995 (each such date\n          referred to herein as an 'Accounting Date'), the\n          Outside 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 Wall\n               Street Journal for the current Accounting Date, or\n               if such date is not a business day, for the next\n               preceding business day, except that, for the\n               February 1, 1997 Accounting Date, the portion of\n               the Cash Subaccount representing amounts credited\n               pursuant to the last sentence of this paragraph\n               (a) shall be credited with interest for only the\n               period since December 31, 1996;\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 portion\n               of the Deferred Compensation or Supplemental\n               Benefit (as defined in the Retirement Plan\n               Resolutions) otherwise payable to the Outside\n               Director since the last preceding Accounting Date\n               or, in the case of the Accounting Date occurring\n               on February 1, 1995, subsequent to January 1,\n               1995, which is to be credited to the Cash\n               Subaccount, excluding amounts previously credited\n               pursuant to the following sentence.\n          \nIn addition, as of the close of business on December 31, 1996,\nthe Cash Subaccount shall be credited with the Eligible Cash Fees\nto be credited to such account pursuant to the Retirement Plan\nResolutions which the Outside Director has elected to receive in\ncash.\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 share\n               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, and as of December 31,\n               1996, in the case of the Eligible Cash Fees\n               credited pursuant to the Retirement Plan\n               Resolutions which the Outside Director has elected\n               to take in Stock pursuant to Section 3, the\n               Company Stock Subaccount shall be credited with a\n               number of Stock Units equal to the number of\n               shares of Stock (including any fractional shares)\n               to which he or she would have been entitled\n               pursuant to Section 3;\n          \n        (iii)  as of the date on which a Stock Award would be\n               made to the Outside Director pursuant to\n               subsection 2.1 but for his or her Stock Deferral\n               Election, the Company Stock Subaccount shall be\n               credited with a number of Stock Units equal to the\n               number of shares of Stock that would have been\n               awarded to the Outside Director as of such date\n               but for his or her Stock Deferral Election;\n          \n         (iv)  as of December 31, 1997, and each December 31st\n               thereafter, the Company Stock Subaccount shall be\n               credited with a number of Stock Units equal to the\n               number of Deferred Stock Units awarded pursuant to\n               subsection 2.2;\n          \n          (v)  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         (vi)  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) of\n               any dividend in kind payable on a share of Stock\n               and dividing that product by the then Fair Market\n               Value of a share of Stock.\n\nIn the event of any merger, consolidation, reorganization, \nrecapitalization, spinoff, stock split, reverse stock split, \nrights offering, exchange or other change in the corporate \nstructure or capitalization of the Company affecting the Stock, \neach Outside Director's Company Stock Subaccount shall be equitably \nadjusted in 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 Company Stock Subaccount to such\nOutside Director (or former Outside Director) in a lump sum as of\nany date or, if requested by an Outside Director who has elected\nto receive 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 subsection 4.4 as requested by the Outside\nDirector (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 Company Stock\nSubaccount shall be distributed in whole shares of Stock\ndetermined in accordance with subsection 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     4.6.  Multiple Distribution Dates.  If, as a result of the\napplicable proviso to the penultimate sentence of subsection\n4.1(b) or 4.2 (the 'Multiple Distribution Date Rules'), there\nshall be more than one Distribution Date for an Outside\nDirector's Cash Subaccount or Company Stock Subaccount, then the\nCompany shall take all steps reasonably practicable to divide the\nrespective subaccount into two separate subaccounts, so that the\ncredits, charges and payments related to the different\nDistribution Dates are kept separate.  In the event an Outside\nDirector has attempted to elect more than one Distribution Date\npursuant to the provisions of subsections 4.1 and 4.2 (other than\nunder the circumstances contemplated by the preceding sentence),\nthe following rules of construction shall apply:\n\n     (a)  the most recent Distribution Date election\n          received by the Company in accordance with the Plan\n          shall constitute a revocation of all prior Distribution\n          Date elections; and\n\n     (b)  with respect to contemporaneous elections,\n          elections made pursuant to subsection 4.2 shall take\n          precedence over elections made pursuant to subsection\n          4.1, elections made pursuant to subsection 4.1(a) shall\n          take precedence over elections made pursuant to\n          subsection 4.1(b), and elections made with respect to\n          Stock Awards shall take precedence over elections made\n          with respect to Deferred Stock Units.\n\n\n                           SECTION 5\n                           ---------\n\n                   Amendment and Termination\n                   -------------------------\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; or\n\n     (c)  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<\/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-38218","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\/38218","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=38218"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38218"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38218"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38218"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}