{"id":38312,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-restricted-stock-plan-ual-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-restricted-stock-plan-ual-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-restricted-stock-plan-ual-corp.html","title":{"rendered":"1998 Restricted Stock Plan &#8211; UAL Corp."},"content":{"rendered":"<pre>                                                        May 7, 1998\n\n\n                          UAL CORPORATION\n\n                    1998 RESTRICTED STOCK PLAN\n\n\n1.   Purpose.\n     -------\n\n           The purposes of the Plan are to attract and retain key\n employees of the Company and its Subsidiaries, to compensate them\n for their contributions to the growth and profits of the Company\n and its Subsidiaries and to encourage ownership by them of shares\n of Common Stock of the Company.\n\n2.   Definitions.\n     -----------\n\n          (a)  'Company' shall mean UAL Corporation.\n          \n          (b)  'Subsidiary' or 'Subsidiaries' shall mean a\ncorporation or corporations of which the Company owns, directly or \nindirectly, shares having a majority of the ordinary voting power \nfor the election of directors.\n\n          (c)  'Board' shall mean the Board of Directors of the Company.\n\n          (d)  'Committee' shall mean, as applicable, the\nCompensation Administration Committee of the Board of Directors of\nthe Company for all grants to any 'officer' as such term is defined\nin Rule 16a-1(f) under the Securities Exchange Act of 1934, as\namended, and the Compensation Committee of the Board of Directors\nof the Company for all other grants.\n          \n          (e)  'Plan' shall mean the UAL Corporation 1998\nRestricted Stock Plan.\n          \n          (f)  'Restricted Share' shall mean a share of Common\nStock of the Company, par value $.01 per share ('Common Stock')\nallocated to a Recipient pursuant to the Plan.\n          \n          (g)  'Recipient' shall mean an employee of the Company or\na Subsidiary to whom Restricted Shares are allocated pursuant to\nthe Plan and shall be deemed to include such Recipient's estate and\nthe beneficiaries of such estate as the context may require.\n\n3.   Restricted Shares Available Under the Plan.\n     ------------------------------------------\n\n          (a) Subject to the provisions of Section 3(b), the\nmaximum number of shares of Common Stock that may be delivered to\nRecipients and their beneficiaries shall be equal to 309,120, plus\nany shares that are represented by awards granted under the 1988\nRestricted Stock Plan ('Prior Plan') that are forfeited, canceled,\nor are not delivered because the award is settled in cash or used\nto satisfy the applicable tax withholding obligation (1).  To the\nextent shares of Common Stock are not delivered to a Recipient or\nbeneficiary with respect to an award of Restricted Shares because\nthe award is forfeited or canceled, or are not delivered because\nthe award is settled in cash or used to satisfy the applicable tax\nwithholding obligation, such shares shall not be deemed to have\nbeen delivered for purposes of determining the maximum number of\nshares of Common Stock available for delivery under the Plan.  All\nshares granted under the Plan shall be treasury shares.\n\n          (b)  In the event of any merger, consolidation,\nreorganization, recapitalization, or other change in corporate\nstructure of the Company, appropriate adjustment shall be made in\nthe aggregate number and type of Restricted Shares which may be\nallocated under the Plan and to the number and type of Restricted\nShares allocated to any individual.  Such adjustment shall be made\nby the Committee, whose determination as to what adjustment shall\nbe made, and the extent thereof, shall be final.  No fractional\nshares of stock shall be allocated or authorized by any such\nadjustment.  In the event of a stock dividend or stock split, the\naggregate number of shares which may be allocated to any individual\nshall be proportionately adjusted.\n\n4.   Eligibility and Making of Allocations.\n     -------------------------------------\n\n          (a) Any officer or key employee of the Company or any\nSubsidiary shall be eligible to receive one or more allocations of\nRestricted Shares pursuant to the Plan.\n\n          (b) The Committee shall from time to time select those\nemployees who will receive allocations and determine the number of\nRestricted Shares subject to each such allocation.\n           \n5.   Form of Allocations.\n     -------------------\n\n          Each allocation shall specify the number of Restricted\nShares subject thereto.  At the time of making any allocation, the\nCommittee or its designee shall advise the Recipient thereof by\ndelivery of written notice in the form prescribed by the Committee.\n\n6.   Action Required.\n     ---------------\n\n          The Recipient shall deliver to the Company an agreement\nin writing, by such Recipient, in form and substance as prescribed\nby the Committee, together with a stock power, duly endorsed in\nblank, relating to such Restricted Shares.\n \n7.   Restrictions.\n     ------------\n\n          (a) During the Restricted Period (as hereinafter\ndefined), Recipient shall not sell, assign, exchange, transfer,\npledge, hypothecate or otherwise dispose of or encumber any of the\nRestricted Shares.  Upon allocation, however, Recipient shall\nthereupon be a stockholder with respect to all shares allocated and\nshall have all the rights of a stockholder with respect to such\nshares, including the right to vote such shares and to receive all\ndividends and other distributions.\n           \n          (b) The term 'Restricted Period' with respect to\nRestricted Shares shall mean any period as set by the Committee,\nnot to exceed ten years, said period to end sooner, upon the\noccurrence of any of the following:\n           \n               (i)  the dissolution of the Company, or any merger\n     or consolidation of the Company where the Company is not the\n     surviving corporation and the surviving corporation does not\n     agree to exchange the Restricted Shares outstanding hereunder\n     for shares of stock or securities of which it is the issuer\n     having an aggregate value equal to the aggregate value of such\n     Restricted Shares;\n\n               (ii) a determination by the Committee at any time to\n     accelerate or terminate such Restricted Period, but only to\n     the extent of such determination.\n\n          (c)  Unless and to the extent the Committee determines to\nend the Restricted Period with respect to any such Restricted\nShares pursuant to Section 7(b)(ii ), if a Recipient ceases to be\nan employee of the Company or any Subsidiary for any reason, all of\nsuch Recipient's Restricted Shares which at such time remain\nsubject to the restrictions imposed hereunder shall be forfeited\nand returned to the Company, and the Restricted Share reserve shall\nbe increased by the number of shares returned and such Restricted\nShares may again be subject to allocations under the Plan.\n\n          (d)  The restrictions set forth in Section 7(c) shall\nlapse with respect to Restricted Shares when the Restricted Period\napplicable to such shares expires, as described in Section 7(b).\n\n_______________________________\n(1) The 309,120 number represents the number of shares reserved for\ngrant under Prior Plan which have not been granted as of May 7,\n1998.  The total number of restricted shares outstanding under\ngrants made under Prior Plan is 157,680.\n\n\n 8.  Administration.\n     --------------\n\n          The Committee shall administer the Plan and construe its\nprovisions.  The Committee is authorized, in its discretion and\nsubject to the provisions of the Plan, to establish such rules and\nregulations as it deems necessary for the proper administration of\nthe Plan, to determine such other terms and conditions of\nRestricted Shares, and to make such other determinations and\ninterpretations and to take such action in connection with the Plan\nas it deems necessary or advisable.  All determinations by the\nCommittee in carrying out, administering or construing this Plan\nshall be final, binding and conclusive for all purposes and upon\nall persons interested herein.\n\n9.   Limitations.\n     -----------\n\n          (a)  Except as provided herein, no person shall at any\ntime have any right to receive an allocation of Restricted Shares\nhereunder, and no person shall have authority to enter into an\nagreement for the making of an allocation hereunder or to make any\nrepresentation or warranty with respect thereto without the\napproval of the Committee and the Board.\n\n          (b)  Recipients of allocations shall have no rights in\nrespect thereof except as set forth in the Plan.  No Recipient\nshall have any rights as a stockholder with respect to any shares\nreserved for allocation hereunder nor shall any such shares be\nearmarked for any Recipient prior to the date of delivery of such\nshares.\n\n          (c)  Neither the action of the Company in establishing\nthe Plan, nor any action taken by it or by the Board or the\nCommittee under the Plan, nor any provision of the Plan, shall be\nconstrued as giving to any person the right to be retained in\nemployment with the Company or any Subsidiary.\n\n10.  Amendment, Suspension, Extension or Termination of the Plan in\n     --------------------------------------------------------------\n     Whole or in Part.\n     ----------------\n\n          The Board may amend, suspend, extend or terminate the\nPlan in whole or in part at any time, provided that such amendment,\nsuspension, extension or termination shall not, without a\nRecipient's consent, affect adversely such Recipient's rights with\nrespect to allocations of Restricted Shares theretofore made.\n\n11.  Withholding.\n     -----------\n\n         The Company shall be entitled to withhold the amount of\ntaxes which the Company deems necessary to satisfy any applicable\nfederal, state and local tax withholding obligations arising from\nallocations of or the lapse of restrictions on Restricted Shares\nunder the Plan, or to make other appropriate arrangements with\nRecipients to satisfy such obligations.  At the discretion of the\nCommittee, the Company may deduct or withhold from any transfer or\npayment to a Recipient, or may receive payment from a Recipient, in\nthe form of cash or other property, including shares of Common\nStock of the Company.  If such withholding is satisfied with\nRestricted Shares for which the applicable Restricted Period has\nlapsed, the Restricted Shares reserve shall be increased by the\namount of the shares so withheld and may again be subject to\nallocations under the Plan.\n\n12.   Effective Date and Term of Plan.\n      -------------------------------\n\n          (a)  The Plan was adopted by the Board on May 7, 1998.\n\n          (b)  The Plan shall terminate ten (10) years after the\ndate of its adoption by the Board, unless terminated sooner or\nextended later by the Board.  No Restricted Shares may be allocated\nunder the Plan after its termination date, but the Plan shall\ncontinue in effect with respect to all Restricted Shares which, as\nof such termination date, have been allocated under 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":[9539,9545],"class_list":["post-38312","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38312","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=38312"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38312"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38312"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38312"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}