{"id":39668,"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-goodwin2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-ual-corp-and-james-e-goodwin2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-ual-corp-and-james-e-goodwin2.html","title":{"rendered":"Employment Agreement &#8211; UAL Corp. and James E. Goodwin"},"content":{"rendered":"<pre>\n\n                              EMPLOYMENT AGREEMENT\n         This Employment Agreement (this 'Agreement'), effective as of April 12,\n1999 (the 'Effective Date'), is by and between UAL Corporation, a Delaware\ncorporation ('UAL') and United Air Lines, Inc. ('UA,' UAL and UA sometimes\ncollectively referred to as 'United') and James E. Goodwin (the 'Executive').\n         A. The Executive is President and Chief Operating Officer of United.\n         B. United desires to employ the Executive as Chairman of the Board and\nChief Executive Officer of United, and the Executive desires to accept such\nemployment, on the terms and conditions hereinafter set forth.\n         C. United and the Executive have previously entered into an agreement\ndated as of October 6, 1998 (the 'Prior Agreement'), which they wish to\nsupersede in its entirety.\n         In consideration of the mutual covenants contained herein, and\nintending to be legally bound, United and the Executive agree as follows:\n1.       EMPLOYMENT AND DUTIES.\n         (a) EMPLOYMENT. Subject to all of the terms and conditions of this\nAgreement, United agrees to employ the Executive as its Chairman of the Board\nand Chief Executive Officer for the Employment Period (defined below), and the\nExecutive accepts such employment.\n         (b) DUTIES. As President and Chief Operating Officer of United,\nExecutive will have the duties and responsibilities assigned to the President\nand Chief Operating Officer of United and will perform such other duties as he\nis reasonably directed to perform by the Board of Directors of UAL (the\n'Board'). On and after the Employment Date (defined below), as Chairman of the\nBoard and Chief Executive Officer of United, Executive will have overall charge\nand responsibility for the business and affairs of United, and will perform such\nduties as he is reasonably directed to perform by the Board. If so elected, the\nExecutive will also serve as chairman of the board and chief executive officer\nof any subsidiaries or affiliates of United designated by United.\n         (c) SCOPE. While the Executive is employed by United hereunder,\nExecutive will devote substantially all of his business time, attention, skills\nand efforts to the business and affairs of United and the performance of his\nduties under this Agreement. The Executive acknowledges that his duties and\nresponsibilities under this Agreement will require his full-time business\nefforts and agrees that he will not engage in any other business activity or\nhave any business pursuits or interests which materially interfere or conflict\nwith the performance of the Executive's duties under this Agreement or which\ncompete with United. Notwithstanding the foregoing, the parties agree that\nduring the Employment Period, it will not be a violation of this Agreement for\nthe Executive to (i) serve on corporate, civic or charitable boards or\ncommittees, (ii) deliver lectures or fulfill speaking engagements, and (iii)\nmanage personal investments, so long as such activities do not significantly\ninterfere with the performance of the Executive's duties under this Agreement.\n2.       TERM.\n         Subject to earlier termination in accordance with Section 4 below,\nExecutive's employment as Chairman of the Board and Chief Executive Officer of\nUnited pursuant to the terms of this Agreement will become effective on July 13,\n1999 (the 'Employment Date') or such earlier date that Gerald Greenwald ceases\nto be Chairman of the Board and Chief Executive Officer of United and will have\na term of five (5) years subject to earlier termination as provided in this\nAgreement (the 'Employment Period'). Except with respect to those provisions\nwhich by their terms survive the expiration of this Agreement, this Agreement\nwill terminate upon the\n\n\n\n\nexpiration of the Employment Period. In the event either the Executive or United\ndesires the Executive to be employed by United beyond the Employment Period,\nsuch party will, at least ninety (90) days prior to the expiration of the\nEmployment Period, notify the other party in writing of his or its intention to\nseek to negotiate an extension of this Agreement.\n3.       COMPENSATION.\n         (a) BASE SALARY. During the Employment Period, the Company will pay the\nExecutive a base salary (the 'Base Salary') at a initial rate of $725,000 per\nyear in accordance with the Company's standard payroll practices. The Base\nSalary will be reviewed in 2000 and 2001 as part of the normal salary\nadministration program for the Company's senior executives by the Compensation\nCommittee of the Board (the 'Committee'), for the purpose of considering\nincreases in the Executive's Base Salary in light of the Committee's executive\ncompensation philosophy statement then in effect, the performance by the\nExecutive of his duties under this Agreement, and base salaries of chief\nexecutive officers of companies in the peer group identified by the Committee in\nits executive compensation policy. Thereafter, from time to time during the\nEmployment Period the Committee will review and consider further increases in\nthe Base Salary, at the times and pursuant to the procedures used in connection\nwith considering base salary adjustments for United's other senior executives.\nBase Salary will not thereafter during the term of this Agreement be decreased,\nunless such reduction (i) is approved by the Board in accordance with the\nstandards set forth in the UAL Restated Certificate of Incorporation, and (ii)\nis applied on a proportionally similar and no less favorable basis to Executive\nthan to substantially all other management employees of United. Any adjusted\namounts under this Section 3(a) will thereafter become the 'Base Salary' for\npurposes of this Agreement, provided that any decrease in Base Salary shall be\ndisregarded for purposes of determining Executive's pension benefit payable\nunder the United Air Lines, Inc. Management and Salaried Employees Retirement\nPlan as supplemented by the United Air Lines, Inc. Supplemental Retirement Plan.\n         (b) ANNUAL BONUS. In addition to other compensation to be paid under\nthis Section 3, the Executive will be eligible to receive an annual bonus for\neach year during the Employment Period, as determined by the Board under\nUnited's Incentive Compensation Plan or other annual bonus plan hereafter\napproved by the Board (the 'Incentive Plan'). The Executive's target percentage\nunder the Incentive Plan each year will be no less than the maximum percentage\npermitted under the Incentive Plan (the 'Target Bonus'). Executive will be\nentitled to an additional 20% over the Target Bonus amount under the Incentive\nPlan for superior performance ('Extraordinary Bonus'); provided, such\nExtraordinary Bonus will be paid outside of the Incentive Plan. If United's\nIncentive Plan, as in effect on the Effective Date is amended and\/or replaced\nwith a new Incentive Compensation Plan, Executive's Target Bonus and Annual\nBonus will be determined under the terms of such revised or replacement\nIncentive Plan, provided Executive's target percentage and maximum percentage\nshall in no event be less than 100% of his Base Salary with an additional 20%\nover the target percentage for superior performance. The annual bonus under this\nSection 3(b) will hereinafter be referred to as the 'Annual Bonus.'\n         (c)      STOCK OPTIONS.\n                  (i) Initial Grant. In addition to other compensation to be\n         paid under this Section 3, United will grant the Executive as of the\n         Effective Date a ten-year stock option (the 'Option') to purchase\n         167,500 shares of UAL's common stock, $.01 par value per share (the\n         'Common Stock'), under United's 1981 Incentive Stock Plan (the '1981\n         Plan') and pursuant to the terms set forth in the Stock Option\n         Agreement attached hereto as Exhibit A. The exercise price of the\n         Option will be the average of the high and low sale prices of the\n         Common Stock on the New York Stock Exchange on the date of the approval\n         of the grant by the Committee. The Option will become exercisable in\n         equal annual\n\n\n\n\n         installments on the first four (4) anniversaries of the Employment Date\n         pursuant to the terms of the Plan.\n                  (ii) Additional Grants. During the Employment Period, the\n         Executive will be eligible to receive stock options in the same manner\n         as United's other senior executives.\n         (d)      RESTRICTED UNITS; RESTRICTED STOCK.\n                  (i) Initial Restricted Units. In addition to other\n         compensation to be paid under this Section 3, United will grant the\n         Executive as of the Effective Date 50,000 restricted units whose value\n         is determined by reference to 50,000 restricted shares of UAL's Common\n         Stock (the 'Restricted Units') in accordance with and pursuant to the\n         terms set forth in the Restricted Unit Agreement attached hereto as\n         Exhibit B (the 'Restricted Unit Agreement').\n                  (ii) Additional Restricted Units; Restricted Stock. During the\n         Employment Period, the Executive will be eligible to receive restricted\n         units or restricted stock in the same manner as United's other senior\n         executives.\n         (e) LONG TERM INCENTIVE PLANS. In addition to other compensation to be\npaid under this Section 3, the Executive will be entitled to participate during\nthe Employment Period in all long term incentive plans now maintained or\nhereafter established by United for the purpose of providing long term incentive\ncompensation to senior executives of United. The Executive's participation in\nsuch plans will be on the same basis and terms as other senior executives of\nUnited.\n         (f) OTHER BENEFITS. In addition to other compensation to be paid under\nthis Section 3, during the Employment Period the Executive will be entitled to\nthe following benefits:\n                 (i) Life Insurance. United will maintain split dollar life\n         insurance pursuant to the terms of United's program.\n                  (ii) Country Club Membership. United will pay all monthly\n         membership dues on behalf of the Executive at his current country club.\n         United will pay initiation fees and monthly membership dues on behalf\n         of the Executive at additional country clubs in accordance with\n         standard United policy. The Executive agrees to maintain records in\n         appropriate form and detail as may be requested by United in order to\n         comply with the Internal Revenue Code of 1986, as amended (the 'Code')\n         and standard policies of United relating to reimbursement of business\n         expenses.\n                  (iii) Leased Automobile. United will lease for the Executive\n         an automobile and provide him with a cell phone for the Executive's\n         business and private use in accordance with and subject to United's\n         standard policies.\n                  (iv) Other Benefits. The Executive will be entitled to\n         participate in all employee benefit plans, practices and programs\n         maintained by United and made available to its senior executives, as\n         those plans, practices and programs may be amended, supplemented,\n         replaced or terminated from time to time, including without limitation\n         (A) medical, hospitalization, disability, dental, life, health and\n         travel accident insurance to the extent offered by United, and in\n         amounts consistent with United policy for all its senior executives;\n         (B) other benefit arrangements, including retirement plan, supplemental\n         retirement plan, stock purchase plan, 401(k) plan, flexible spending\n         arrangement, employee stock ownership plan, income deferral plan, free\n         and reduced rate transportation, to the extent made generally available\n         by United to its senior executives; and (C) a number of weeks of paid\n         vacation each year, consistent with United policy for all its senior\n         executives. \n         (G) REIMBURSEMENT OF BUSINESS EXPENSES. United agrees to reimburse the\nExecutive for all reasonable out-of-pocket business expenses incurred by the\nExecutive on behalf of United,\n\n\n\nprovided that the Executive properly accounts to United for all such expenses in\naccordance with the rules and regulations of the Internal Revenue Service under\nthe Code, and in accordance with the standard policies and procedures of United\nrelating to reimbursement of business expenses, which obligation shall survive\nthe expiration or termination of this Agreement.\n         (h) RETIREE TRAVEL BENEFIT. United will provide the Executive upon\ntermination of this Agreement upon its expiration, upon mutual agreement, upon\nExecutive's retirement in accordance with United policy, by reason of\nExecutive's Disability, by United for other than cause, or by the Executive for\nGood Reason, Director Emeritus travel benefits (or any successor benefit) in\naccordance with United policy which may be in effect from time to time, which\nobligation shall survive the expiration or termination of this Agreement.\n         (i) TAXES, ETC. All compensation payable to the Executive pursuant to\nthis Agreement is stated in gross amount and will be subject to all applicable\nwithholding taxes, other normal payroll taxes and any other amounts required by\nlaw to be withheld.\n         (j) NO DIRECTOR FEES, ETC. The Executive will not receive any\nadditional compensation for (i) serving as a director of UAL or UA or (ii) if so\nelected, serving as chairman of the board and chief executive officer of any\nsubsidiaries or affiliates of United.\n4.       TERMINATION.\n         (a) MUTUAL AGREEMENT. The Executive's employment hereunder may be\nterminated at any time by mutual agreement on terms to be negotiated at the time\nof such termination.\n         (b) DEATH OR DISABILITY. This Agreement will terminate automatically\nupon the Executive's death. If United determines in good faith that the\nDisability (as defined below) of the Executive has occurred, subject to the\nrespective continuing obligations of United and the Executive under Sections 5\n(Compensation Upon Termination), 7 (Confidentiality), and 9 (Non-Competition),\nthe Company has the right to terminate the Executive's employment under this\nAgreement by notice pursuant to Sections 4(e) and 4(f) below. For purposes of\nthis Agreement, the Executive will be deemed to have a 'Disability' if the\nExecutive has been unable, by reason of illness or physical or mental incapacity\nor disability (from any cause or causes whatsoever) to perform each and every\nmaterial duty of his employment under this Agreement, whether with or without\nreasonable accommodation by the Company, in substantially the manner and to the\nextent required hereunder prior to the commencement of such Disability, for a\nperiod of six (6) consecutive months in any twelve (12)-month period. Such\ntermination may not be arbitrary or unreasonable, and the Board will obtain and\ntake into consideration the opinion of a physician chosen by the Board, the\nopinion of the Executive's personal physician, if reasonably available, as well\nas applicable provisions of the Americans with Disabilities Act, but such\ndetermination by the Board will be final and binding on the parties to this\nAgreement.\n         (c) BY UNITED FOR CAUSE. Subject to the respective continuing\nobligations of United and the Executive under Sections 5 (Compensation Upon\nTermination), 7 (Confidentiality) and 9 (Non-Competition), United has the right\nto terminate the Executive's employment under this Agreement for Cause (as\ndefined below) by notice pursuant to Sections 4(e) and 4(f) below. For purposes\nof this Agreement, 'Cause' means:\n                  (i) a significant act or acts of personal dishonesty or deceit\n         that have a material adverse effect on United taken by the Executive in\n         the performance of his duties hereunder;\n                  (ii) the willful and continued failure by the Executive to\n         substantially perform the Executive's material duties under this\n         Agreement, including the duties set forth under Section 1(b) of this\n         Agreement (unless such failure is cured within thirty (30) days after\n         the Executive receives written notice of such failure); or\n\n\n\n\n                  (iii) the Executive's conviction of, or his entry of a plea of\n         guilty or nolo contendere to, any felony (other than a felony\n         predicated upon the Executive's vicarious liability), or the entry of\n         any final civil judgment against him for fraud, misrepresentation, or\n         misappropriation of property.\n\n         Notwithstanding the foregoing, the Executive will not be deemed to have\nbeen terminated for Cause unless and until there has been delivered to the\nExecutive a copy of a resolution, duly adopted by the affirmative vote of not\nless than a majority of the members of the Board at a meeting of the Board\n(after reasonable notice which shall not be less than thirty (30) days written\nnotice to the Executive and an opportunity for the Executive, together with his\ncounsel, to be heard before the Board), stating that in the good faith opinion\nof the Board the Executive was guilty of conduct constituting 'Cause' as set\nforth above and specifying the particulars thereof in reasonable detail.\n         (d) BY THE EXECUTIVE FOR GOOD REASON. Subject to the respective\ncontinuing obligations of United and the Executive under Sections 5\n(Compensation Upon Termination), 7 (Confidentiality), 8 (Non-Disparagement) and\n9 (Non-Competition), the Executive has the right to terminate his employment\nunder this Agreement for Good Reason (as defined below) by notice pursuant to\nSections 4(e) and 4(f). For purposes of this Agreement, 'Good Reason' means:\n                  (i) United's failure to elect the Executive as the Chief\n         Executive Officer and Chairman of the Board of UAL by the Employment\n         Date;\n                  (ii) the assignment to the Executive of any duties\n         inconsistent in any respect with the Executive's position, including\n         status, offices, titles and reporting relationships, authority, duties\n         or responsibilities as contemplated by Section 1 of this Agreement, or\n         any other action by United which results in a significant diminution in\n         such position, authority, duties or responsibilities, excluding for\n         this Section 4(d)(ii) any isolated, immaterial and inadvertent action\n         not taken in bad faith and which is remedied by United within thirty\n         (30) days after receipt of a notice thereof given by the Executive, and\n         further excluding any action in connection with the termination of the\n         Executive's employment for Cause, upon the death or the Disability of\n         the Executive pursuant to the terms of this Agreement, or by the\n         Executive other than for Good Reason pursuant to this Section 4(d);\n                  (iii) a reduction by United in the Executive's Base Salary\n         (other than a decrease contemplated by Section 3(a)) or any other\n         failure by United to comply with any of the provisions of Section 3 of\n         this Agreement, including treatment of the Executive in a manner or\n         with an outcome inconsistent with United's treatment of its other\n         senior executives, other than an isolated, immaterial and inadvertent\n         failure not occurring in bad faith and which is remedied by United\n         promptly after receipt of notice thereof given by the Executive;\n                  (iv) the relocation of the Executive's principal place of\n         employment to a location more than 50 miles from the Executive's\n         principal place of employment immediately prior to such relocation,\n         except for travel reasonably required in the performance of the\n         Executive's responsibilities;\n                  (v) any purported termination by United of the Executive's\n         employment otherwise than as expressly permitted by this Agreement;\n                  (vi) if the Executive desires to be employed by United beyond\n         the Employment Period in accordance with Section 2, United's\n         unwillingness at the conclusion of the Employment Period to enter into\n         an extension of this Agreement on substantially the same or better\n         terms as this Agreement, except that Executive's right to receive\n         compensation, upon termination under Section 5(d)(iii) and (iv) will\n         not extend beyond Executive's attainment of age 65; or\n\n\n                  (vii) Executive's failure to be reelected as a director and\n         Chairman of the Board of United.\n         (e) NOTICE OF TERMINATION. Any termination of the Executive's\nemployment by United or by the Executive (other than termination upon the\nExecutive's death, which does not require notice) must be communicated by\nwritten Notice of Termination to the other party hereto given in accordance with\nSection 10(k) of this Agreement. For purposes of this Agreement, a 'Notice of\nTermination' means a notice which (i) indicates the specific termination\nprovision in this Agreement relied upon, (ii) sets forth in reasonable detail\nthe facts and circumstances claimed to provide a basis for termination of the\nExecutive's employment under the provisions so indicated and (iii) if the\nTermination Date (as defined below) is other than the date of receipt of such\nnotice, specifies the Termination Date (which date will not be less than thirty\n(30) days after the giving of such notice of, if earlier, the fifth anniversary\nof the commencement of the Executive's Employment Period). The failure by United\nor the Executive to set forth in the Notice of Termination any fact or\ncircumstance that contributes to a showing of the basis for termination will not\nwaive any right of such party hereunder or preclude such party from asserting\nsuch fact or circumstance in enforcing his or its rights hereunder.\n         (f) TERMINATION DATE. 'Termination Date' means (i) if the Executive's\nemployment is terminated by his death, the date of his death, (ii) if the\nExecutive's employment is terminated by reason of his Disability pursuant to\nSection 4(b), thirty (30) days after the receipt by the Executive of the Notice\nof Termination, (iii) if the Executive's employment is terminated by United for\nCause pursuant to Section 4(c) or by the Executive for Good Reason pursuant to\nSection 4(d), the date specified in the Notice of Termination, (iv) if the\nExecutive's employment is terminated by mutual agreement of the parties, the\ndate specified in such agreement, and (v) if the Executive's employment is\nterminated for any other reason, the date specified in the Notice of\nTermination, provided that if within thirty (30) days after any Notice of\nTermination is given the party receiving such Notice of Termination notifies the\nother party that a dispute exists concerning the termination, the Termination\nDate will be the date on which the dispute is finally determined, either by\nmutual written agreement of the parties, by a binding and final arbitration\naward or by a final judgment, order or decree of a court of competent\njurisdiction (the time for appeal therefrom having expired and no appeal having\nbeen perfected); provided, however, in no event will the Termination Date be\nlater than the fifth anniversary of the commencement of the Employment Period.\n5. COMPENSATION UPON TERMINATION.\n         (a) DEATH. If the Executive's employment is terminated by reason of the\nExecutive's death, this Agreement will terminate without further obligations to\nthe Executive's legal representatives under this Agreement, other than those\nobligations accrued or earned and vested (if applicable) by the Executive as of\nthe Termination Date, including without limitation (i) the Base Salary through\nthe Termination Date at the rate in effect on the Termination Date, disregarding\nany reduction in Base Salary in violation of this Agreement (the 'Highest Base\nSalary'), (ii) the Target Bonus described in Section 3(b), pro-rated to the\nTermination Date, and (iii) any other benefits payable to the Executive pursuant\nto the terms of any benefit plan, the right to which had or becomes vested on or\nafter the Termination Date pursuant to the terms of the plan (such amounts\nspecified in clauses (i) through (iii) are hereinafter referred as 'Accrued\nObligations'). All such Accrued Obligations will be paid to the Executive's\nestate or beneficiary, as applicable, in a lump sum in cash within ten (10)\nbusiness days of the Termination Date, or in such other form as may be provided\nfor pursuant to such plans.\n\n         (b) DISABILITY. If the Executive's employment is terminated by reason\nof the Executive's Disability, this Agreement will terminate without further\nobligations to the Executive,\n\n\n\n\nother than those obligations accrued or earned and vested (if applicable) by the\nExecutive as of the Termination Date, including without limitation Accrued\nObligations. All such Accrued Obligations will be paid to the Executive in a\nlump sum in cash within ten (10) business days of the Termination Date, or in\nsuch other form as may be provided for pursuant to such plans.\n         (c) BY UNITED FOR CAUSE; BY EXECUTIVE OTHER THAN FOR GOOD REASON. If\nthe Executive's employment is terminated for Cause or by the Executive other\nthan for Good Reason, this Agreement will terminate without further obligations\nto the Executive, other than those obligations accrued or earned and vested (if\napplicable) by the Executive through the Termination Date, including without\nlimitation all Accrued Obligations (which for purposes of this provision will\nspecifically exclude any Annual Bonus pursuant to Section 3(b)). All such\nAccrued Obligations will be paid to the Executive in a lump sum in cash within\nten (10) business days of the Termination Date, or in such other form as may be\nprovided for pursuant to such plans.\n         (d) BY UNITED IN BREACH OF AGREEMENT; BY EXECUTIVE FOR GOOD REASON. If\nUnited terminates the Executive's employment other than for Cause, Disability or\ndeath or if the Executive terminates his employment hereunder for Good Reason:\n                  (i) to the extent not theretofore paid, within ten (10)\n         business days after the Termination Date United will pay the Executive\n         his Base Salary and any Annual Bonus that may be due and owing through\n         the Termination Date;\n                  (ii) within ten (10) business days after the Termination Date,\n         United will pay the Executive those other obligations accrued or earned\n         and vested (if applicable) by the Executive as of the Termination Date,\n         including without limitation Accrued Obligations;\n                  (iii) in lieu of any further payments of Base Salary and\n         Annual Bonuses to the Executive for periods subsequent to the\n         Termination Date, United will, within ten (10) business days after the\n         Termination Date, make a lump sum cash payment to the Executive equal\n         to the sum of the Base Salary and the Target Bonus described in Section\n         3(b), multiplied by the greater of (A) the number of years remaining\n         under the term of this Agreement; or (B) three (3);\n                  (iv) for a period of time equal to the greater of (A) the\n         remaining term of this Agreement or (B) three (3) years, United will\n         continue benefits to the Executive and\/or the Executive's family at\n         least equal to those which would have been provided to them in\n         accordance with the plans, programs, practices and policies described\n         in Section 3(f) of this Agreement if the Executive's employment under\n         this Agreement had not been terminated, including health insurance and\n         life insurance, in accordance with the plans, practices, programs or\n         policies of United and its subsidiaries in effect on the Termination\n         Date;\n                  (v) other than stock options, all outstanding long-term\n         incentive awards, restricted units and restricted stock, will\n         immediately become fully vested;\n                  (vi) all outstanding stock options will continue to become\n         exercisable in accordance with their terms and will remain exercisable\n         for the remainder of their terms;\n                  (vii) the pension benefit payable to the Executive pursuant to\n         the terms of the United Air Lines, Inc. Management and Salaried\n         Employees Retirement Plan as supplemented by the United Air Lines, Inc.\n         Supplemental Retirement Plan shall be determined by crediting Executive\n         with years of participation which when added to the Executive's actual\n         years of participation will equal (40) years of participation and\n         payment of such pension benefit will be determined and paid without\n         regard to any actuarial \n\n\n         reduction for commencement prior to the Executive's normal retirement\n         age under such pension plans; and\n\n                  (viii) if Executive's Termination Date arises on account of\n         Executive's termination for Good Reason as provided under Section\n         4(d)(i), Executive will be treated as though his Employment Period had\n         commenced on the Effective Date and he will be entitled to the\n         compensation payable under this Section 5(d).\n\n         (e) BY EXECUTIVE BY TAKING COMPETITIVE POSITION. If the Executive is in\nviolation of Section 9(a), the Executive's entitlement to benefits under this\nAgreement will be limited to Accrued Obligations (which for purposes of this\nprovision will specifically exclude any Annual Bonus pursuant to Section 3(b)),\nand Executive will forfeit any other additional benefits or payments in which he\nis not otherwise vested, other than benefits to which he is entitled under any\nother United employee benefit plan, program or arrangement.\n         (f) GROSS-UP PAYMENT. Following a termination referred to in Section\n5(d), United will cause its independent auditors promptly to review, at United's\nsole expense, the applicability of Code section 4999 to any payment or\ndistribution of any type by United to or for the benefit of the Executive\npursuant to Section 5(d), or otherwise (the 'Total Payments'). If the auditor\ndetermines that the Total Payments result in an excise tax imposed by Code\nsection 4999 or any comparable state or local law, or any interest or penalties\nwith respect to such excise tax (such excise tax, together with any such\ninterest and penalties, are collectively referred to herein as the 'Excise\nTax'), United will make an additional cash payment (a 'Gross-Up Payment') to the\nExecutive within ten (10) days after such determination equal to an amount such\nthat after payment by the Executive of all taxes (including any interest or\npenalties imposed with respect to such taxes), including any Excise Tax, imposed\nupon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up\nPayment equal to the Excise Tax imposed upon the Total Payments. For purposes of\nthe foregoing determination, the Executive's tax rate will be deemed to be the\nhighest statutory marginal state and federal tax rate (on a combined basis) then\nin effect. If no determination by United's auditors is made prior to the time\nthe Executive is required to file a tax return reflecting the Total Payments,\nthe Executive will be entitled to receive from United a Gross-Up Payment\ncalculated on the basis of the Excise Tax the Executive reported in such tax\nreturn, within ten (10) days after the later of the date on which the Executive\nfiles such tax return or the date on which the Executive provides a copy thereof\nto United. In all events, if any tax authority determines that a greater Excise\nTax should be imposed upon the Total Payments than is determined by United's\nindependent auditors or reflected in the Executive's tax return pursuant to this\nparagraph, the Executive will be entitled to receive from United the full\nGross-Up Payment calculated on the basis of the amount of the Excise Tax\ndetermined to be payable by such tax authority within ten (10) days after the\nExecutive notifies United of such determination.\n         (g) NO MITIGATION REQUIRED. The Executive will not be required in any\nway to mitigate the amount of any payment provided for in this Section 5,\nincluding, but not limited to by seeking other employment, nor will the amount\nof any payment provided for in this Section 5 be reduced by any compensation\nearned by the Employee as the result of employment with another employer after\nthe Termination Date, or otherwise; provided, however, that in the event United\nterminates this Agreement for Cause or the Employee terminates this Agreement\nother than for Good Reason, United will be entitled to reduce the benefits\notherwise required to be provided to the Executive, if any, from the Termination\nDate to the date that the Employment Period would have expired, to the extent\nsuch benefits are actually provided to the Executive by subsequent employers.\n\n\n         (h) NO OTHER ENTITLEMENT TO BENEFITS UNDER AGREEMENT. Following a\ntermination governed by this Section 5, the Executive will not be entitled to\nany compensation or benefits beyond those set forth in this Agreement, except as\nExecutive may otherwise be entitled to receive outside the terms of this\nAgreement and as may be separately negotiated by the parties and approved by the\nCompensation Committee or the Compensation Administration Committee, as\napplicable, in writing in conjunction with the termination of the Executive's\nemployment under this Agreement.\n                  (i) SURVIVAL. The obligations of this Section 5 will survive\n         the expiration or termination of this Agreement.\n6.       INDEMNIFICATION. United shall maintain, for the benefit of the \nExecutive, director and officer liability insurance in form at least as\ncomprehensive as, and in an amount that is at least equal to, that maintained\nfor its officers and directors by United on the Effective Date. In addition, the\nExecutive shall be indemnified by United against liability as an officer and\ndirector of United and any subsidiary or affiliate of United to the maximum\nextent permitted by applicable law. The Employee's rights under this Section 6\nshall continue so long as he may be subject to such liability, whether or not\nthis Agreement may have terminated prior thereto.\n7.       CONFIDENTIALITY.\n         (a) DEFINITION. 'Confidential Information,' as used in this Agreement,\nmeans and includes (without limitation) the kinds of services provided or\nproposed to be provided by United and its subsidiaries to customers, the manner\nin which such services are performed or offered to be performed, information\nconcerning United's and its subsidiaries' fleet plan, cost structure, strategic\nplan, labor strategy, information concerning the creation, acquisition or\ndisposition of products and services, personnel information, and other trade\nsecrets and confidential or proprietary information concerning United's and its\nsubsidiaries' business, but shall not include information which (i) is or\nbecomes generally available to the public other than as a result of a disclosure\nby Executive, (ii) was available to Executive on a non-confidential basis prior\nto its disclosure by United or any subsidiary of United, or (iii) becomes\navailable to Executive on a non-confidential basis from a person other than\nUnited, any subsidiary of United or their officers, directors, employees or\nagents who is not otherwise bound by any confidentiality obligations with\nrespect to the information provided to Executive.\n         (b) PROHIBITION ON USE OF CONFIDENTIAL INFORMATION.\n                  (i) The Executive acknowledges that: (a) United's and its\n         subsidiaries' business is intensely competitive and that the\n         Executive's employment by United will require that the Executive have\n         access to and knowledge of Confidential Information of United, (b) the\n         direct or indirect disclosure of any Confidential Information would\n         place United at a disadvantage and would do damage, monetary or\n         otherwise, to United's business, and (c) the engaging by the Executive\n         in any of the activities prohibited by this Section 7 may constitute\n         improper appropriation or use of such Confidential Information. The\n         Executive expressly acknowledges the trade secret status of the\n         Confidential Information and that the Confidential Information\n         constitutes a protectible business interest of United.\n                  (ii) From and after the Effective Date, the Executive will not\n         make known, disclose, furnish, make available or use any of the\n         Confidential Information, whether directly or indirectly, individually,\n         as a director, stockholder, owner, partner, employee, principal, or\n         agent of any business, or in any other capacity, other than in the\n         proper performance of his duties contemplated under this Agreement.\n         Upon termination of this Agreement (or at any other time requested by\n         United), the Executive will return to United any tangible Confidential\n         Information, including photocopies, extracts and summaries\n\n\n\n\n         thereof, or any such information stored electronically on tapes,\n         computer disks, or in any other manner that the Executive has in his\n         possession.\n         (c) SURVIVAL. The obligations of this Section 7 will survive the\nexpiration or termination of this Agreement.\n8.       NON-DISPARAGEMENT.\n         (a) LIMITATION ON APPLICATION. If United terminates the Executive's\nemployment other than for Cause, Disability or death or if the Executive\nterminates his employment hereunder for Good Reason, then, and only then, shall\nthe terms of this Section 8 become effective.\n         (b) BY THE EXECUTIVE. The Executive agrees not to make, or cause to be\nmade, any statement, observation or opinion, or communicate any information\n(whether oral or written, directly or indirectly) that (i) accuses or implies\nthat United and\/or any of its parents, subsidiaries and affiliates, together\nwith their respective present or former officers, directors, partners,\nstockholders, employees and agents, and each of their predecessors, successors\nand assigns, engaged in any wrongful, unlawful or improper conduct, whether\nrelating to the Executive's employment (or the termination thereof), the\nbusiness or operations of United, or otherwise; or (ii) disparages, impugns or\nin any way reflects adversely upon the business or reputation of United and\/or\nany of its parents, subsidiaries and affiliates, together with their respective\npresent or former officers, directors, partners, stockholders, employees and\nagents, and each of their predecessors, successors and assigns.\n         (c) BY UNITED. United agrees not to willfully authorize any statement,\nobservation or opinion (whether oral or written, direct or indirect) that is\nmaterially injurious to the Executive and that (i) accuses or implies that the\nExecutive engaged in any wrongful, unlawful or improper conduct relating to the\nExecutive's employment with United or (ii) disparages, impugns or in any way\nreflects adversely upon the reputation of the Executive.\n         (d) LIMITATIONS. Nothing herein will be deemed to preclude the\nExecutive or United from providing truthful testimony or information pursuant to\nsubpoena, court order or similar legal process, or instituting and pursuing\nlegal action.\n         (e) SURVIVAL. The obligations of this Section 8 will survive the\nexpiration or termination of this Agreement.\n9.       NON-COMPETITION\n         (a) NON-COMPETE; NON-SOLICITATION. Without the consent in writing of\nthe Board, during the Employment Period and for a period of two years after\ntermination of the Executive's employment hereunder, (i) the Executive will not\nbecome a consultant to, or an officer, employee, agent, advisor, principal,\npartner, director or substantial stockholder of any airline, air carrier, or any\ncompany or other entity affiliated, directly or indirectly, with another airline\nor air carrier, including holding company thereof, and (ii) the Executive will\nnot, directly or indirectly, for the benefit of any airline or air carrier or\nany company or other entity affiliated, directly or indirectly, with another\nairline or air carrier other than United, solicit the employment or services of,\nhire, or assist in the hiring of any person eligible for United's Incentive\nCompensation Plan (or any successor incentive compensation plan).\n         (b) ACKNOWLEDGMENT. The Executive has carefully read and considered the\nprovisions of this Section 9 and, having done so, agrees that the restrictions\nset forth in this Section 9 (including the period of restriction, scope of\nactivity to be restrained and the geographical scope) are fair and reasonable\nand are reasonably required for the protection of the interests of United, its\nofficers, directors, employees, creditors and stockholders. The Executive\nunderstands that the restrictions contained in this section may limit his\nability to engage in a business similar to that of United's, but acknowledges\nthat he will receive sufficiently high compensation and other benefits hereunder\nto justify such restrictions.\n\n\n\n         (c) SURVIVAL. The obligations of this Section 9 will survive the\nexpiration or termination of this Agreement.\n10.      MISCELLANEOUS.\n         (a) NO ADEQUATE REMEDY. The Executive understands that if he fails to\nfulfill his obligations under Sections 7 (Confidentiality), 8\n(Non-Disparagement) or 9 (Non-Competition) of this Agreement, United will suffer\nirreparable injury, and the damages to United would be very difficult to\ndetermine. Therefore, in addition to any other rights or remedies, the Executive\nagrees that United will be entitled to a temporary, preliminary, and permanent\ninjunction enjoining or restraining the Executive from any such violation or\nthreatened violation, without the necessity of proving the inadequacy of\nmonetary damages or the posting of any bond or security. The Executive hereby\nconsents to specific enforcement of Sections 7, 8 and 9 of this Agreement by\nUnited through an injunction or restraining order issued by any state or federal\ncourt of competent jurisdiction. The Executive further acknowledges and agrees\nthat due to the uniqueness of his services and confidential nature of the\nConfidential Information he possesses or will possess during the Employment\nPeriod, the covenants set forth herein are reasonable and necessary for the\nprotection of the business and the goodwill of United.\n         (b) NO CONFLICTS. The Executive represents and warrants to United that\nneither the entering into of this Agreement nor the performance of any\nobligations hereunder will conflict with or constitute a breach under any\nobligation of him, as the case may be, under any agreement or contract to which\nhe is a party or any other obligation by which the Executive is bound. Without\nlimiting the foregoing, the Executive agrees that at no time will he knowingly\nuse any trade secrets or other intellectual property of any third party while\nperforming services hereunder, unless properly authorized by such third party.\n         (c) REIMBURSEMENT OF PROFESSIONAL FEES. United will pay on the\nExecutive's behalf all bills rendered to the Executive by the Executive's\nattorneys, accountants and other advisors in connection with the negotiation and\nexecution of this Agreement; provided, however, that the amount of professional\nfees payable hereunder will not exceed $35,000.\n         (d) SUCCESSORS AND ASSIGNS. This Agreement is personal to the Executive\nand may not be assigned or delegated by the Executive or transferred in any\nmanner whatsoever, nor are such obligations subject to involuntary alienation,\nassignment or transfer. This Agreement will inure to the benefit of and be\nenforceable by the Executive's legal representatives. This Agreement is binding\non and inures to the benefit of United's successors and assigns. As used in this\nAgreement, the term 'United' includes any successor to United's business and\/or\nassets which assumes and agrees to perform this Agreement by operation of law or\notherwise.\n         (e) MODIFICATION. This Agreement may be modified or amended only by a\nwriting signed by United and the Executive.\n         (f) GOVERNING LAW. The laws of the State of Illinois will govern the\nvalidity, construction, and performance of this Agreement (without regard to\nconflict of laws principles).\n         (g) DISPUTE RESOLUTION. Except for any proceeding brought pursuant to\nSection 10(a) herein, the parties agree that any dispute arising out of or\nrelating to this Agreement or the formation, breach, termination or validity\nthereof (a 'Dispute'), will be resolved as follows. If the Dispute cannot be\nsettled through direct discussions, the parties will first try to settle the\nDispute in an amicable manner by mediation under the Commercial Mediation Rules\nof the American Arbitration Association, before resorting to arbitration. Any\nDispute that has not been resolved within sixty (60) days of the initiation of\nthe mediation procedure (the 'Mediation Deadline') will be settled by binding\narbitration by a panel of three (3) arbitrators in accordance with the\ncommercial arbitration rules of the American Arbitration Association. The\narbitration and mediation proceedings will be located in Chicago, Illinois. The\narbitrators are not empowered to\n\n\n\n\naward damages in excess of compensatory damages and each party hereby\nirrevocably waives any damages in excess of compensatory damages. Judgment upon\nany arbitration award may be entered into any court having jurisdiction thereof\nand the parties consent to the jurisdiction of any court of competent\njurisdiction located in the State of Illinois.\n         (h) CONSTRUCTION. Whenever possible, each provision of this Agreement\nwill be interpreted so that it is valid under the applicable law. If any\nprovision of this Agreement is to any extent declared invalid by a court of\ncompetent jurisdiction under the applicable law, that provision will remain\neffective to the extent not declared invalid. The remainder of this Agreement\nalso will continue to be valid to the extent it is consistent with the essential\nintent and principles of the Agreement, and the entire Agreement will continue\nto be valid in other jurisdictions.\n         (i) WAIVERS. No failure or delay by United or the Executive in\nexercising any right or remedy under this Agreement will waive any provision of\nthe Agreement. Nor will any single or partial exercise by either United or the\nExecutive of any right or remedy under this Agreement preclude either of them\nfrom otherwise or further exercising these rights or remedies, or any other\nrights or remedies granted by any law or any related document.\n         (j) ENTIRE AGREEMENT. This Agreement and option and restricted stock\nagreements to which the Executive is a party together embody the entire\nagreement and understanding of the parties hereto in respect of the matters\ncontemplated by this Agreement. This Agreement supersedes all prior and\ncontemporaneous agreements and understandings between the parties with respect\nto the matters contemplated by this Agreement, including without limitation the\nletter agreement dated October 6, 1998 between the parties (which agreement is\nhereby terminated in its entirety) and the Term Sheet dated April 5, 1999.\n         (k) ACTIONS BY UNITED. All actions (or decisions to take no action) by\nUAL or UA in connection with this Agreement will be taken on behalf of UAL or UA\nby its Board of Directors (except as otherwise specifically provided in this\nAgreement), by a majority of such board (not including the Executive).\n         (l) NOTICES. All notices and other communications under this Agreement\nmust be in writing and must be delivered personally sent by first class mail,\ncertified or registered with return receipt requested, postage prepaid; if to\nUnited, to the attention of the General Counsel at 1200 East Algonquin Road, Elk\nGrove Township, Illinois 60007; and if to the Executive, at 29 Brandywine Road,\nSouth Barrington, IL 60010, or such other address as either party may specify by\nlike notice.\n         United and the Executive have executed this Agreement as of the date\nfirst above written.\n\n\nUAL CORPORATION                                       EXECUTIVE\n\n\nBy:  \/s\/ Gerald Greenwald                             \/s\/ James E. Goodwin\n   -----------------------------------------          --------------------------\n                                                      James E. Goodwin\n\nIts: Chairman &amp; Chief Executive Officer\n    ----------------------------------------\nUNITED AIR LINES, INC.\n\nBy:  \/s\/ Gerald Greenwald\n   -----------------------------------------\n\nIts: Chairman &amp; Chief Executive Officer\n    ----------------------------------------\n\n\n\n                                                                       Exhibit A\n\n            AGREEMENT WITH SENIOR OFFICERS OF UNITED AIR LINES, INC.\n                      NON-QUALIFIED STOCK OPTION UNDER 1981\n                     INCENTIVE STOCK PLAN OF UAL CORPORATION\n\n\n                  This Option, granted this 12th day of April, 1999 by UAL\nCorporation, a Delaware corporation (hereinafter called the 'Company'), to James\nE. Goodwin, an employee of the Company or one of its subsidiaries (hereinafter\ncalled the 'Employee').\n\n                                   WITNESSETH:\n\n                  The object of this Option is to provide a means to permit the\nEmployee to acquire shares of Common Stock, $.01 par value per share\n(hereinafter referred to as 'Common Stock'), of the Company pursuant to a\nnon-qualified option for the purposes set forth in the 1981 Incentive Stock\nPlan.\n\n                  NOW, THEREFORE, the Company hereby grants to the Employee an\noption (hereinafter called the 'Option') to purchase, from time to time, all or\nany part of a total of 167,500 shares of Common Stock for a period of time\nbeginning on April 12, 1999 and ending April 11, 2009, ten years after the date\nof the Option (hereinafter called the 'Option Period'), upon and subject to the\nfollowing terms and conditions:\n\n                  1. For any shares of Common Stock purchased at any time during\nthe Option Period, the Employee shall pay to the Company Seventy-Eight Dollars\nand Forty-Six and Eighty-Eight Hundredths Cents ($78.4688) per share\n(hereinafter called the 'Option Purchase Price'), being not less than 100% of\nthe fair market value of the shares on the date hereof.\n\n                  2. The Option may be exercised, subject to provisions herein\nrelative to its termination and to the provisions of Section 3 hereof, only\nwithin the Option Period and only (a) by notices in writing of intent to\nexercise the Option, each of which notices shall state the number of shares in\nrespect of which the Option is exercised, delivered to the Corporate Secretary\nof UAL Corporation, or mailed by registered or certified mail addressed to the\nCorporate Secretary of UAL Corporation, P. O. Box 66919, Chicago, Illinois\n60666, from time to time, until said total of 167,500 shares has been purchased,\nand (b) by payment to the Company of the aggregate Option Purchase Price for the\nnumber of shares in respect of which the Option is exercised (together with any\ntaxes required to be withheld) contemporaneously with its receipt of each such\nnotice (provided that the Company may, in its sole discretion, permit a later\npayment). Payment of such aggregate Option Purchase Price may be made, in whole\nor in part, by the delivery of whole shares of Common Stock which (i) have a\nmarket value equal to such aggregate Option Purchase Price (or equal to the\nportion of such aggregate Option Purchase Price being paid with such shares),\n(ii) are held of record by the Employee, and (iii) have been owned by the\nEmployee, either of record or beneficially through a broker or other nominee,\nfor at least six months. The Company may require at the time the Option is\nexercised a written statement of the person exercising the Option that his or\nher intention is to acquire the shares for investment and without a view to\ntheir distribution.\n\n\n\n\n                  3. The Option is subject to the following limitations upon its\nexercise:\n\n                           (a) No shares may be acquired until July 13, 2000.\n\n                           (b) At the commencement of each of the four (4)\n         twelve (12) month periods immediately following July 12, 2000, the\n         Employee will be entitled to exercise the right to purchase one-fourth\n         (1\/4) of the total number of shares specified in the Option.\n\n                  4. The Employee may elect, in accordance with the Option\nDeferral Policy as in effect from time to time, to defer receipt (such action to\nbe known as 'Deferral') of the shares that result from the exercise of the\nOption. The election to defer receipt of shares is irrevocable.\n\n                  5. Unless an election to transfer has been made, the Option is\nnot transferable by the Employee, other than by will or the laws of descent and\ndistribution, and may be exercised, during the lifetime of the Employee, only by\nthe Employee. Upon election, Employee may transfer any part of or all of the\nOption, but only to persons provided by, and in a manner consistent with, the\nOption Transfer Policy.\n\n                  6. The Option shall terminate on the earlier to occur of April\n11, 2009 or, if the Employee's employment (by the Company or any of its\nSubsidiaries) shall cease under any circumstances except retirement or death,\nsix (6) months after such cessation, and may be exercised only in respect of the\nnumber of shares which the Employee could have acquired under the Option by the\nexercise thereof immediately prior to such cessation of employment. If cessation\nof employment occurs due to Employee's Retirement, the Option may be exercised\nwithin the fixed expiration date set forth herein, and the right to purchase\nshares under this option shall continue to accrue, as provided in Section 3\nabove, to the Employee. As used in this Agreement, Retirement shall mean an\nEmployee's termination of employment (i) at any time the Employee is eligible to\nimmediately receive early or normal benefits under his or her employer's defined\nbenefit pension plan, including any supplemental defined benefit pension plan\nor, in all other cases, (ii) that is determined by the Company, in its sole\ndiscretion, to be a retirement for purposes of this Agreement. In the event (i)\ncessation of employment occurs by reason of death of the Employee or (ii) the\ndeath of the Employee occurs within six (6) months following such cessation of\nemployment (other than cessation due to Retirement), the Option may be exercised\nwithin one year after the date of death (but not later than the fixed expiration\ndate set forth herein) by his or her estate or by the person or persons to whom\nhis or her rights under the Option shall pass by will or the laws of descent and\ndistribution, but only in respect of the number of shares which the Employee\ncould have acquired under the Option by the exercise thereof immediately prior\nto such cessation of employment. In the event of any disagreement as to whether\nfor the purposes of this Option an Employee's employment has ceased, the\nCommittee appointed to administer the 1981 Incentive Stock Plan shall have\nabsolute and uncontrolled discretion to determine whether an Employee's\nemployment has ceased, and the effective date of such cessation of employment,\nand its determination shall be final and conclusive on all persons affected\nthereby.\n\n                  7. The Company shall not be required to issue or deliver any\ncertificate for its Common Stock purchased upon the exercise of this Option\nprior to compliance by the Company with any requirements of any stock exchange\non which Common Stock of the Company may at that time be listed. If at any time\nduring the Option Period the Company shall be advised by its counsel that the\nshares of Common Stock deliverable upon an exercise of the Option are \n\n\n\n\nrequired to be registered under the Federal Securities Act of 1933, as amended,\nor any state securities law or that delivery of such Common Stock must be\naccompanied or preceded by a Prospectus meeting the requirements of such Act,\nthe Company will use its best efforts to effect such registration or provide\nsuch Prospectus not later than a reasonable time following each exercise of this\nOption, but delivery of Common Stock by the Company may be deferred until such\nregistration is effected or such Prospectus is available. If at any time during\nthe Option Period the Company shall be advised by its counsel that the Common\nStock deliverable upon exercise of this Option are subject to the restrictions\non sale imposed on 'affiliates' under Rule 144 of the Federal Securities Act of\n1933, the Employee will use his or her best efforts to comply with said Rule\n144. The Employee shall have no interest in Common Stock covered by this Option\nuntil certificates for said shares of Common Stock are issued.\n\n                  8. In the event the outstanding shares of Common Stock of the\nCompany shall be changed into an increased number of shares, through a stock\ndividend or a split-up of shares, or into a decreased number of shares, through\na combination of shares, then immediately after the record date for such change,\nthe number of shares of Common Stock then subject to the Option shall be\nproportionately increased, in case of such stock dividend or split-up of shares,\nor proportionately decreased, in case of such combination of shares, and the\nOption Purchase Price under such Option shall be adjusted to such amount that\nthe aggregate cost of the shares subject to such Option immediately after such\nincrease or decrease in shares shall be the same as the aggregate cost of the\nshares subject to such Option immediately prior to such increase or decrease in\nshares.\n\n                  In the event that, as a result of a reorganization, sale,\nmerger, consolidation or similar occurrence, there shall be any other change in\nthe shares of Common Stock of the Company, or of any stock or other securities\ninto which such Common Stock shall have been changed, or for which it shall have\nbeen exchanged, then the Board of Directors of the Company shall make such\nequitable adjustments to the Option (including, but not limited to, changes in\nthe number or kind, or the Option Purchase Price, of shares then subject to the\nOption), as it shall deem appropriate, and any such adjustments shall be\neffective and binding on the Employee for all purposes of the Option.\n\n                  9. Notwithstanding anything in this Agreement to the contrary,\nthe Employee may elect, prior to delivery of the shares arising from exercise of\nthe Option, to satisfy any Federal, State, local, FICA, Medicare or other tax\nwithholding obligation attributable to the exercise of the Option by having the\nCompany withhold from the Common Stock a number of whole shares of Common Stock\nwith a fair market value equal to the amount of such tax withholding obligations\nwith respect to which such election is made (with the Employee to pay in cash\nany remaining amount of such tax withholding obligation which is less than the\nfair market value of a whole share). The amount withheld pursuant to this\nSection shall be calculated based upon the minimum tax rate or rates at which\nthe Company is required to withhold under applicable law.\n\n                  10. This Option shall be binding upon and inure to the benefit\nof the parties hereto and the successors and assigns of the Company and the\nheirs and personal representatives of the Employee.\n\n                  11. This Option shall be governed by the laws of the State of\nIllinois applicable to agreements made and to be performed entirely within such\nState.\n\n\n                  12. Except as expressly provided herein, this Option may not\nbe altered, modified, changed or discharged, except by a writing signed by or on\nbehalf of both the Company and the Employee.\n\n                  13. I acknowledge and agree to comply with the legal\nrequirements and Company's policies applicable to trading in UAL securities by\nme, as described in the United Airlines Code of Conduct and Securities Trading\nPolicy, as they appear in Regulations 5-4.\n\n                  IN WITNESS WHEREOF, the Company has executed this Option on\nthe day and year first above written.\n\n\n                                 UAL CORPORATION\n\n\n\n\n                                 By \/s\/ Gerald Greenwald\n                                 ---------------------------------\n                                    Chairman and\n                                    Chief Executive Officer\n\n\n                                 ACCEPTED:\n \n\n\n                                 \/s\/ James E. Goodwin\n                                 ---------------------------------\n                                 (Signature of Employee)\n\n\n\n\n\n\n                                                                       Exhibit B\n\n                            RESTRICTED UNIT AGREEMENT\n         THIS RESTRICTED UNIT AGREEMENT is entered into this 12th day of April,\n1999 (the 'Award Date') by and between UAL Corporation (the 'Company') and James\nE. Goodwin (the 'Executive').\n         A. The Executive and the Company have entered into an Employment\nAgreement effective as of the date of this Agreement (the 'Employment\nAgreement') pursuant to which the Company has agreed to provide the Executive\nwith 50,000 restricted units (the 'Restricted Units').\n         B. Executive and the Company desire to enter into an agreement\nestablishing the terms of the grant of the Restricted Units under the Employment\nAgreement.\n         C. This Restricted Unit Agreement is intended to form an integral part\nof the Executive's Employment Agreement.\n         In consideration of the premises and the mutual covenants contained\nherein and in the Employment Agreement, and intending to be legally bound, the\nCompany and Executive agree as follows:\n1.       RESTRICTED SHARE UNIT AWARD.\n         Pursuant to action by the Board of Directors of the Company (the\n'Board'), the Company hereby grants to the Executive, as of the Award Date,\n50,000 restricted share units (the 'Share Units'). This award is in all respects\nmade subject to the terms and conditions of the Employment Agreement.\n2.       SHARE UNITS; DIVIDEND UNIT; AND UNITS.\n         (a) SHARE UNITS. A 'Share Unit' means an obligation (subject to the\nrestrictions and limitations provided in this Agreement) accrued on the books of\nthe Company in an amount equal to and measured by the value of one share of\ncommon stock of the Company, par value $.01 per share ('Stock'). A Share Unit\nshall not have any characteristics or legal rights associated with shares of\nStock or other equity interests in the Company, and the Executive shall not be\nentitled to any voting rights or to receive any dividends, provided, however,\nthe Executive will accrue rights to Dividend Units as provided under Section\n2(b) of this Agreement.\n         (b) DIVIDEND UNITS. Beginning on the Award Date, a 'Dividend Unit',\nequal in amount to the dividends paid on a share of Stock, will be accrued on\nthe books of the Company at the same time and in the same amount actual\ndividends are paid to owners of Stock (the 'Dividend Date'), whether in the form\nof Stock, cash or other property. Dividend Units will be allocated to the Share\nUnits to which such Dividend Units relate and the vesting restrictions on such\nShare Units will also apply to its corresponding Dividend Units. If the Company\npays a cash dividend to owners of Stock, then, on the Dividend Date, the Company\nshall credit as Dividend Units share units equal to the amount of such dividend\ndivided by the Fair Market Value (as defined in Section 4(a)(i)) of a share of\nStock on the Dividend Date. If the Company pays a dividend to owners of its\nStock in a form other than cash or its Stock (referred to herein as 'Other\nProperty'), then a Dividend Unit shall be credited with units of the Other\nProperty, the value of which shall be determined by reference to the Fair Market\nValue of Other Property (defined below).\n         (c) UNIT. A 'Unit' under this Agreement includes a Share Unit and\nDividend Units corresponding to such Share Unit.\n3.       RIGHT TO PAYMENT RESTRICTED.\n         (a) VESTING SCHEDULE. The Executive shall have no right to receive\npayment for the value of any Units until such Unit has become vested. The\nExecutive will become vested in the Units based on the following schedule,\nprovided Executive remains employed on such dates:\n\n\n\n\n\n\n                Date                             Number of Units    \n                ----                             ---------------\n                                                             \n               July 13, 2000                      10,000 Units      \n               July 13, 2001                      10,000 Units      \n               July 13, 2002                      10,000 Units      \n               July 13, 2003                      10,000 Units      \n               July 13, 2004                      10,000 Units      \n\n         (b) ACCELERATION OF VESTING. Notwithstanding the vesting schedule\nprovided in Section 3(a), the Executive shall become fully vested with respect\nto all 50,000 Units (i) if the Company terminates the Executive's employment\nunder the Employment Agreement (A) other than for 'Cause,' (B) for 'Disability,'\nor (C) for death or (ii) if the Executive terminates his employment under the\nEmployment Agreement for 'Good Reason,' all as provided under the Employment\nAgreement.\n         (c) FORFEITURE. Subject to Section 3(b), upon Executive's termination\nof employment under the Employment Agreement the right to Units which are not\nvested shall be forfeited.\n4.       DISTRIBUTION.\n         (a) PAYMENT FOR UNITS. Upon termination of employment from the Company,\nthe Executive shall receive payment in full for those Units that are vested.\nExecutive's termination of employment shall be determined under the Employment\nAgreement, or if the Employment Agreement has been renegotiated, as determined\nunder such renegotiated employment agreement.\n                  (i) All Share Units and Dividend Units will be paid in the\n         form of Stock of the Company, with any fractional share of Stock\n         distributed to the Executive in cash, provided if any Dividend Units\n         are denoted in the form of Other Property, payment will be made in the\n         form of such Other Property, if available; otherwise, payment will be\n         made in the form of cash in an amount equal to the Fair Market Value of\n         Other Property. The 'Fair Market Value of Other Property' shall be\n         determined by the Committee (as defined below) in its sole discretion.\n                  (ii) If by operation of law or otherwise, the Company is\n         unable to deliver Stock at the time of distribution, the value of the\n         Share Units and Dividend Units will be distributed in cash in an amount\n         equal to the Fair Market Value of the Stock. The 'Fair Market Value' of\n         a share of Stock on any date shall be equal to the average of the high\n         and low prices of a share of Stock reported for New York Stock Exchange\n         Composite Transactions for the applicable date or, if there are no such\n         reported trades for such date, for the last previous date for which\n         trades were reported, provided, if the Stock is not publicly traded,\n         the Fair Market Value shall be as determined by the Committee (as\n         defined below) in its sole discretion.\n         (b) SHARES SUBJECT TO DISTRIBUTION. The shares of Stock which shall be\navailable for distribution pursuant to this Agreement shall be treasury shares\n(including, in the discretion of the Company, shares purchased in the open\nmarket) and shall be delivered to the Executive pursuant to an exemption from\nregistration under the Securities Act of 1933. Such Stock may not be sold or\ntransferred by the Executive in the absence of registration under the Securities\nAct of 1933 unless the Company receives an opinion of counsel or other evidence\nreasonably acceptable to it that such sale or transfer is exempt from the\nregistration requirements of said Act, provided, however, if the Executive is\nunable to sell or transfer such shares of Stock under Rule 144 of the Securities\nAct of 1933 or other private placement exemption from registration, then, upon\nExecutive's written request, the Company will use its reasonable, good faith\nefforts to register, as soon as is reasonably practicable, such shares of Stock\nthe Executive is unable to sell or transfer. No shares of Stock shall be\nearmarked for Executive prior to the date of distribution of shares of Stock to\nthe Executive under this Agreement.\n\n\n         (c) CHANGE IN CAPITAL STRUCTURE. In the event of any merger,\nconsolidation, reorganization, recapitalization, spin off, stock split, reverse\nstock split, rights offering, exchange or other change in corporate structure or\ncapitalization of the Company affecting the Stock, appropriate adjustment shall\nbe made in the aggregate number of Share Units awarded under this Agreement.\nSuch adjustment shall be made by the Compensation Committee or Compensation\nAdministration Committee (the 'Committee') in its sole discretion. In\ndetermining what adjustment, if any, is appropriate the Committee may rely on\nthe advice of such experts, as they deem appropriate, including legal counsel,\ninvestment bankers and the accountants of the Company.\n         (d) COMPLIANCE WITH APPLICABLE LAWS. Notwithstanding any other\nprovision of this Agreement, the Company shall have no obligation to deliver any\nshares of Stock under this Agreement unless such delivery would comply with all\napplicable laws and the applicable requirements of any securities exchange or\nsimilar entity.\n         (e) REPRESENTATION BY EXECUTIVE. Executive represents that the shares\nof Stock are being acquired by him for investment and that he has no present\nintention to transfer, sell or otherwise dispose of the Stock, except in\ncompliance with applicable securities laws, and the parties agree that the Stock\nis being acquired in accordance with and subject to the terms, provisions and\nconditions of the Employment Agreement.\n         (f) PAYMENTS IN THE EVENT OF DEATH. If Executive dies before payment of\nhis Units, then such Units shall be distributed to his Beneficiary (as described\nbelow), as soon as practicable after his death, in the manner provided in 4(a).\nThe Executive's 'Beneficiary' is the person or persons the Executive designates,\nwhich designation shall be in writing, signed by the Executive and filed with\nthe Committee prior to the Executive's death. A Beneficiary designation shall be\neffective when filed with the Committee in accordance with the preceding\nsentence. If more than one Beneficiary has been designated, the payment for the\nUnits shall be distributed to each such Beneficiary per capita (with cash\ndistributed in lieu of any fractional share of Stock). In the absence of a\nBeneficiary designation or if no Beneficiary survives the Executive, the\nBeneficiary shall be the Executive's estate.\n6.       TAXES; WITHHOLDING.\n         The Company shall be entitled to withhold the amount of taxes which the\nCompany deems necessary to satisfy any applicable federal, state and local tax\nwithholding obligations arising from the vesting of Units under this Agreement,\nthe payment of amounts due under the Agreement, or to make other appropriate\narrangements with the Executive to satisfy such obligations. At the discretion\nof the Committee, the Company may deduct or withhold from any transfer or\npayment to the Executive, or may receive payment from the Executive, in the form\nof cash or other property, including shares of Stock of the Company.\n7.       NONTRANSFERABILITY.\n         Share Units awarded under the Agreement, Dividend Units allocated to\nsuch Share Units, and any rights and privileges pertaining thereto, may not be\ntransferred, assigned, pledged or hypothecated in any manner, by operation of\nlaw or otherwise, other than by will or by the laws of descent and distribution,\nand shall not be subject to execution, attachment or similar process. Any\nattempted sale, conveyance, transfer, assignment, pledge or encumbrance of any\nrights, interest or benefits under this Agreement contrary to the prohibition\nherein provided, or the levy, attachment or garnishment by Executive's creditors\nor any similar process thereon, shall be null and void and without effect.\n8.       MISCELLANEOUS.\n         (a) FUNDING STATUS. The Agreement shall at all times be entirely\nunfunded and no provision shall at any time be made with respect to segregating\nassets of the Company for\n\npayment of any benefits hereunder. The Executive shall not have any interest in\nany particular assets of the Company by reason of the right to receive a benefit\nunder this Agreement or the earmarking of any assets or investments by the\nCompany to meet its deferred obligations under the Agreement. Except for Stock\nactually delivered pursuant to the Agreement, the Agreement constitutes only an\nunfunded, unsecured promise by the Company to make payments or deliver Stock in\nthe future to or for the benefit of the Executive in accordance with the terms\nof this Agreement, and the Executive shall have only the rights of a general\nunsecured creditor of the Company with respect to any distributions under this\nAgreement, including the right to receive payment in the form of Stock.\n         (b) NO TRUST. Nothing contained in this Agreement and no action taken\nby the Company pursuant to this Agreement shall create or be construed to create\na trust of any kind.\n         (c) SUCCESSORS AND ASSIGNS. This Agreement is personal to the Executive\nand may not be assigned or delegated by the Executive or transferred in any\nmanner whatsoever, nor are such obligations subject to involuntary alienation,\nassignment or transfer. This Agreement will inure to the benefit of and be\nenforceable by the Executive's legal representatives. This Agreement is binding\non and inures to the benefit of the Company's successors and assigns. As used in\nthis Agreement, the term 'Company' includes any successor to the Company's\nbusiness and\/or assets which assumes and agrees to perform this Agreement by\noperation of law or otherwise.\n         (d) MODIFICATION. This Agreement may be modified or amended only by a\nwriting signed by the Company and the Executive.\n         (e) GOVERNING LAW. The laws of the State of Illinois will govern the\nvalidity, construction, and performance of this Agreement (without regard to\nconflict of laws principles).\n         (f) DISPUTE RESOLUTION. The parties agree that any dispute arising out\nof or relating to this Agreement will be resolved in the manner provided under\nthe Employment Agreement.\n         (g) CONSTRUCTION. Whenever possible, each provision of this Agreement\nwill be interpreted so that it is valid under the applicable law. If any\nprovision of this Agreement is to any extent declared invalid by a court of\ncompetent jurisdiction under the applicable law, that provision will remain\neffective to the extent not declared invalid. The remainder of this Agreement\nalso will continue to be valid to the extent it is consistent with the essential\nintent and principles of the Agreement, and the entire Agreement will continue\nto be valid in other jurisdictions.\n         (h) WAIVERS. No failure or delay by the Company or the Executive in\nexercising any right or remedy under this Agreement will waive any provision of\nthe Agreement nor will any single or partial exercise by either the Company or\nthe Executive of any right or remedy under this Agreement preclude either of\nthem from otherwise or further exercising these rights or remedies, or any other\nrights or remedies granted by any law or any related document.\n         (i) ENTIRE AGREEMENT. This Agreement and the Employment Agreement\ntogether embody the entire agreement and understanding of the parties hereto in\nrespect of the matters contemplated by this Agreement. This Agreement supersedes\nall prior and contemporaneous agreements and understandings between the parties\nwith respect to the matters contemplated by this Agreement, including without\nlimitation the Term Sheet dated April 5, 1999.\n         (j) ACTIONS BY THE COMPANY. All actions (or decisions to take no\naction) by the Company in connection with this Agreement will be taken on behalf\nof the Company by the Committee.\n         (k) NOTICES. All notices and other communications under this Agreement\nmust be in writing and must be delivered personally sent by first class mail,\ncertified or registered with return receipt requested, postage prepaid or if to\nthe Company, to the attention of the General Counsel at 1200 East Algonquin\nRoad, Elk Grove Township, Illinois 60007; and if to the Executive, at 29\n\n\n\nBrandywine Road, South Barrington, IL 60010, or such other address as either\nparty may specify by like notice.\n         The Company and the Executive have executed this Agreement as of the\ndate first above written.\n\n\n\nUAL CORPORATION                                           EXECUTIVE\n\nBy:  \/s\/ Gerald Greenwald                                 \/s\/ James E. Goodwin\n   --------------------------------                       ----------------------\nIts:  Chairman and                                        James E. Goodwin\n      Chief Executive Officer\n\n\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":[9539,9544],"class_list":["post-39668","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39668","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=39668"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39668"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39668"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39668"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}