{"id":39667,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-ual-corp-and-james-e-goodwin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-ual-corp-and-james-e-goodwin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-ual-corp-and-james-e-goodwin.html","title":{"rendered":"Employment Agreement – UAL Corp. and James E. Goodwin"},"content":{"rendered":"
Employment Agreement
\nAmendment No. 1<\/b><\/p>\n\n
THIS AMENDMENT<\/b>, made as of the 28th day of October 2001, by and\nbetween UAL Corporation, a Delaware corporation (\"UAL\") and United Air\nLines, Inc., a Delaware corporation (\"UA\", UAL and UA sometimes collectively\nreferred to as \"United\") and James E. Goodwin (\"Executive\").<\/p>\n\n
WITNESSETH THAT:<\/b>\n\n<\/p>
WHEREAS<\/b>, the parties hereto have executed an employment agreement,\ndated as of April 12, 1999 providing for the employment by United of the\nExecutive (the \"Employment Agreement\"); and<\/p>\n\n
WHEREAS<\/b>, the parties hereto hereby desire to amend the Employment\nAgreement (\"Amendment\");<\/p>\n\n
NOW, THEREFORE<\/b>, the parties hereto hereby agree as follows:<\/p>\n\n
\n
1.      \nSection 5(d) shall be amended by the addition of the following subsection\n(ix) to read as follows:<\/p>\n\n
(ix)    Executive shall provide United with\nassistance on an as needed basis with respect to issues and events originating\nduring Executive's employment with United. In order for Executive to be\nable to respond to any requests by United on these matters, United shall\nreimburse Executive for the cost of, or at United's option, provide Executive\nwith office and secretarial support for a period of five (5) years beginning\non Executive's Termination Date. To the extent United provides the secretarial\nsupport to Executive for any portion of the period, the only reimbursement\nthe Executive shall be entitled to receive is for his direct office space\nexpense. The reimbursement for office space shall not exceed thirty thousand\ndollars ($30,000) per year (prorated for partial years). If secretarial\nsupport provided by United is discontinued, Executive shall employ his\nown secretarial support and the cost of such support shall be included\nwithin the annual reimbursement. The annual reimbursement for office space\nand secretarial services (prorated for partial years) may not exceed ninety-five\nthousand dollars ($95,000). The annual limits for reimbursements may be\nadjusted for annual increases but in no event to exceed 5% per year.<\/blockquote>\n\n
2.       Section 5(d) shall be amended by\nthe addition of the following subsection (x) to read as follows:<\/p>\n\n
\n(x)     A. In consideration of the payments\nand benefits provided in subsection (ix) above, Executive hereby voluntarily,\nknowingly, willingly, irrevocably, and unconditionally releases United\nand UAL together with their respective parents, subsidiaries and affiliates,\nand each of their respective officers, directors, employees, representatives,\nattorneys and agents, and each of their respective predecessors, successors\nand assigns (collectively, the \"Releasees\") from any and all charges, complaints,\nclaims, liabilities, obligations, promises, agreements, causes of action,\nrights,. Costs, losses, debts, and expenses of any nature whatsoever, known\nor unknown, which against them Executive or his successors or assigns ever\nhad, now have or hereafter can, shall or may have (either directly, indirectly,\nderivatively or in any other representative capacity) by reason of any\nmatter, fact or cause whatsoever arising from the beginning of time to\nthe date of this Amendment, including without limitation all claims arising\nunder Title VII of the Civil Rights Act of 1991, the federal Age Discrimination\nin Employment Act of 1967 (\"ADEA\"), the Americans with Disabilities Act\nof 1990, the Employee Retirement Income Security Act of 1974, the Family\nand Medical Leave Act of 1993, the Equal Pay Act of 1963, each as amended;\nand all other federal, state or local laws, rules, regulations, judicial\ndecisions or public policies now or hereafter recognized, including but\nnot limited to the Illinois Human Rights Act, as amended. This release\nby Executive of the Releasees also includes, without limitation, all claims\narising under each employee pension, employee welfare, and executive compensation\nplan of United now in effect or hereafter adopted, except for any benefits\nto be provided to Executive under this Employment Agreement or Amendment.\nExecutive acknowledges that he has received all of the benefits he is entitled\nto receive under paragraphs 3 and 5 of this Employment Agreement and the\nRestricted Stock Unit Agreement dated April 12, 1999, and he hereby releases\nthe Releasees from any claims to such to such benefits except as to those\nbenefits which are to continue until October 28, 2004 pursuant to this\nEmployment Agreement. It is agreed that this subsection shall survive termination\nof the Employment Agreement. Nothing in this subsection shall affect or\nimpair any right Executive has to either (1) indemnification pursuant to\nUnited's or UAL's bylaws or applicable law or (2) any vested benefit under\nUnited's employee benefit plans.\n\n
         B. Executive expressly acknowledges and agrees\nthat by entering into this Amendment, Executive is waiving any and all\nrights or claims that he may have arising under the ADEA, as amended, which\nhave arisen on or before the date of execution of this Amendment. Executive\nfurther expressly acknowledges and agrees that:\n\n<\/p>
\n
(i)      In return for this Agreement, Executive\nwill receive compensation beyond that which he was already entitled to\nreceive before entering into this Agreement;<\/p>\n\n
(ii)      Executive has been advised by United\nto consult with an attorney before signing this Agreement;<\/p>\n\n
(iii)     Executive was given a copy of this Agreement\non or before November 7, 2001. Executive has been informed that Executive\nhas until November 28, 2001 within which to consider the Agreement. Changes\nmade to the Agreement at the request of UA or Executive will not extend\nthe consideration period. If Executive considers and executes this Agreement\nbefore November 28, 2001, then Executive agrees that he has had a reasonable\nperiod of time to consider the Agreement; and<\/p>\n\n
(iv)     Executive was informed that Executive had\nseven (7) days following the date of execution of the Agreement in which\nto revoke the Agreement. After seven (7) days this Agreement will become\neffective, enforceable and irrevocable unless written revocation is received\nby the undersigned from Executive on or before the close of business on\nthe seventh (7th) day after Executive executed this Agreement. If Executive\nrevokes this Agreement it shall not be effective or enforceable and Executive\nwill not receive the compensation or benefits described in this Agreement.<\/p>\n<\/blockquote>\n\n\n
         C. United and UAL together agree that they have\nentered into this Amendment on a purely voluntary basis, and in consideration\nof the benefits provided to them herein, they further agree to release\nExecutive and his successors and assigns, from and against any and all\ncharge, complaints, claims, liabilities, obligations, promises, agreements,\ncauses of action, rights, costs, losses, debts, and expenses.<\/p>\n\n<\/blockquote>\n\n3.       No Other Changes. In all other respects, the\nprovisions of the Employment Agreement shall remain unchanged and in full\nforce and effect.\n<\/blockquote>\n\n\n
\nIN WITNESS WHEROF, the parties hereto have executed this Amendment\nNo. 1 as of the date first written above.\n
 \n
 \n\n\n\/td>\n\nb>UAL CORPORATION<\/td>\n<\/t><\/td><\/t><\/tr>\n\n\n\/td>\n\n\/td>\n<\/td><\/t><\/td><\/t><\/tr>\n\n\nu>\/s\/ James E. Goodwin<\/td>\n\nBy \/s\/ Francesca M. Maher<\/u><\/td>\n<\/t><\/tr>\n\n\nJames E. Goodwin<\/td>\n\n    Francesca M. Maher<\/td>\n<\/tr>\n\n\n\/td>\n\n<\/td>    Senior Vice President,<\/td>\n<\/t><\/tr>\n\n\n\/td>\n\n<\/td>    General Counsel and<\/td>\n<\/t><\/tr>\n\n\n <\/td>\n\n    Secretary<\/td>\n<\/tr>\n\n\n
 \n
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