{"id":39670,"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-united-air-lines-inc-and-john-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-united-air-lines-inc-and-john-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-united-air-lines-inc-and-john-a.html","title":{"rendered":"Employment Agreement &#8211; United Air Lines Inc. and John A. Edwardson"},"content":{"rendered":"<pre>                      EMPLOYMENT AGREEMENT\n                      --------------------\n\nTHIS EMPLOYMENT AGREEMENT (the 'Agreement') is made and \nentered into as of September 18, 1998 between United Air\nLines, Inc. ('United') and UAL Corporation ('UAL', UA and\nUAL sometimes collectively referred to as 'United') and John\nA. Edwardson residing at 747 Sheridan Road, Wilmette,\nIllinois 60091 (sometimes referred to as 'Executive').\n\n     WHEREAS, Executive has served and is presently serving\nas President and Chief Operating Officer (hereinafter\nreferred to as 'Executive Position'); and as a Director of\nUAL, a Director of UA and holds various other positions and\ndirectorships with subsidiaries and affiliates of UA or UAL\n(hereinafter collectively referred to as 'Executive Positions');\n\n     WHEREAS, Executive is desirous of pursuing interests\noutside of United; and\n\n     WHEREAS, United wishes to facilitate Executive's\ndesires as stated above but also to retain Executive's\nservices on the basis described herein; and\n\n     WHEREAS, Executive has agreed in this Agreement to\nprovide such services and to release United from any\nliability arising out of his hire and employment with United\nand his resignation from his Executive Positions;\n\n     NOW, THEREFORE, it is agreed by and between United and\nExecutive as follows:\n\n     1.  Resignation; Continued Employment:  Executive hereby\n         ----------------------------------\nresigns from his Executive Positions all effective September\n18, 1998 and this Agreement otherwise shall become effective\nas of September 25, 1998 (the 'Effective Date').  Thereafter, \nExecutive will be employed by United, and he will perform \nservices for United by being 'on call', including testifying \non behalf of United, and such assignments consistent with \nExecutive's experience as may be reasonably requested by \nUnited's Chairman and reasonably acceptable to Executive.\n\n     2.  Time Period of Employment:  United agrees to\n         --------------------------\nemploy Executive and Executive agrees to be employed by\nUnited on the basis stated in Paragraph 1 from the Effective\nDate  through September 24, 2001, subject to sooner\ntermination pursuant to Paragraph 5 (such period, as it may\nbe shortened pursuant to Paragraph 5, being herein called\nthe 'Term').\n\n     3.  Compensation:\n         -------------\n         A.  United will pay Executive a salary of\n         $41,348.67 per month beginning with the Effective\n         Date and continuing through December 31, 1998.\n          \n         B.  United will pay Executive a salary of\n         $2,500.00 per month beginning January 1, 1999 and\n         continuing for the Term.\n          \n         C.  On January 4, 1999 United will pay Executive\n         a lump sum severance payment in the amount of\n         $2,501,816.13.  Such lump sum payment will not be\n         considered earnings for any employee benefit plan\n         except as specified in Paragraph 4.H.\n          \n         D.  The salary payments provided for in\n         Paragraphs 3.A and 3.B will be made on the same\n         schedule as actively employed officers of United\n         from time to time, currently the 15th and last day\n         of each month.  Any amounts will be prorated for\n         any partial month.  All payments, including the\n         lump sum payment in paragraph 3.C., will be\n         subject to withholding for taxes and other\n         purposes as required by applicable law.  During\n         the Term, Executive will not be entitled to any\n         increase nor subject to any decrease in such payments.\n\n     4.  Benefits:  Notwithstanding what may be provided to\n         ---------\nother active employees of United from time to time,\nExecutive shall be entitled to the following benefits, and\nonly the following benefits, during the Term as follows:\n\n     A.  Free and Reduced Rate Transportation:  United\n         shall provide to Executive and his eligibles free\n         and reduced rate transportation of the type\n         granted to active officers in accordance with\n         company regulations as revised from time to time.\n         At the regular September, 1998 UAL board of\n         directors meeting, United shall also seek the\n         designation Director Emeritus for Executive from\n         the UAL board of directors, to confer upon\n         Executive the travel and cargo privileges accorded\n         a Director Emeritus.  If Executive is designated\n         Director Emeritus at any time during the Term,\n         Executive and his eligibles will thereafter no\n         longer be entitled to the free and reduced rate\n         transportation granted to active officers.  United\n         shall have no responsibility to Executive with\n         respect to transportation after the Term if the\n         UAL board of directors does not approve such\n         designation.\n         \n     B.  United Air Lines, Inc. Management and Salaried\n         Employees' Retirement Plan:\n     \n         Executive's participation in (i) the United Air Lines,\n         Inc. Management and Salaried Employees' Retirement Plan\n         (the 'Qualified Retirement Plan') and (ii) the United\n         Air Lines, Inc. Supplemental Retirement Plan (the\n         'Supplemental Plan') shall be in accordance with their\n         terms (collectively, the 'Retirement Plan') and the\n         provisions of this Agreement.\n         \n         For purposes of determining the amount of the\n         Executive's pension benefit under the Retirement Plan,\n         United agrees that (a) Executive's Final Average\n         Earnings shall be $1,029,643.32 ($85,803.61 when\n         expressed as a monthly amount), which takes into\n         account the payments to be made to the Executive under\n         Paragraph 3 above, (b) Executive's years of\n         participation credit shall be 16.167, (c) the service\n         requirement for retirement is waived, and (d) no\n         decrement based upon the Executive's age shall be\n         imposed.  Notwithstanding Executive's continued\n         employment during the Term or otherwise, in no event\n         shall the Executive's Final Average Earnings or years\n         of participation credit exceed the amounts set forth\n         above.  Based on the foregoing, Executive is entitled\n         to a monthly single life annuity of $21,827.13 (.016\n         times 16.167 times $85,803.61 less $367.86 for the cost\n         of the pre-retirement survivor benefit), commencing on\n         the first day of the month following the Executive's\n         attainment of age 55.  Except as provided in the last\n         sentence of the following paragraph, to the extent the\n         retirement benefit cannot be paid from the Qualified\n         Retirement Plan due to IRS limitations, the payment\n         shall be paid from the Supplemental Plan.\n         \n         Executive may elect in writing prior to December 31,\n         1998 to receive a lump sum payment in lieu of the\n         portion of such benefit payable under the Supplemental\n         Plan.  The lump sum payment will be equal to the\n         actuarial equivalent lump sum value of the $21,827.13\n         monthly life annuity described above, reduced by the\n         actuarial lump sum value of the portion of such annuity\n         expected to be paid under the Qualified Retirement\n         Plan.  The actuarial lump sum values shall be\n         calculated as of January 1, 1999, using the following\n         assumptions:  the GAM-83 unisex mortality table, the\n         current FAS-87 discount interest rate of 7% and by\n         increasing Executive's attained age as of January 1,\n         1999 by three (3) years.  The lump sum payment shall be\n         made to the Executive on January 4, 1999.  In the event\n         Executive has elected to receive the lump sum payment\n         and he dies prior to the payment thereof, then the lump\n         sum amount shall be paid to the Executive's surviving\n         spouse on January 4, 1999, as if the Executive had\n         survived to that day (or, if his spouse does not\n         survive to January 4, 1999, then his estate).  Upon\n         receipt of the lump sum payment, neither Executive nor\n         Executive's spouse or estate shall be entitled to any\n         additional payments under the Supplemental Plan and the\n         only benefits payable shall be those under the\n         Qualified Retirement Plan in accordance with its terms.\n     \n         United agrees to provide Executive with a calculation\n         of the estimated amount of the lump sum payment within\n         twelve (12) business days of the date of this\n         Agreement.  Executive acknowledges that the benefits\n         payable hereunder will be subject to withholding for\n         taxes and will not be considered earnings for the\n         purposes of any employee benefit plan.  Executive\n         further acknowledges that he shall not be entitled to\n         any additional participation credit under the\n         Retirement Plan with respect to employment during the\n         Term hereof.\n     \n     C.  Management Medical\/Dental:  Executive and his\n         eligible dependents shall continue to be covered\n         by the Management Medical\/Dental Plan in the same\n         manner as other active employees.\n     \n     D.  Group Life Insurance:  Executive shall continue to\n         be covered by Group Life Insurance including\n         Contributory Life Insurance (if so covered), on\n         the same basis as other active employees, provided\n         the appropriate payroll deductions are authorized\n         and in accordance with the terms of the policies.\n     \n     E.  Officer's Accidental Death and Dismemberment\n         Insurance\/Split Dollar Life Insurance:\n         Executive's Officer's Accidental Death and\n         Dismemberment coverage of $250,000 will continue\n         until the termination of this Agreement as\n         provided in Paragraph 5 herein.  Executive will\n         have the option of converting up to $100,000 of\n         this coverage to a private policy within 31 days\n         of termination, if Executive so chooses.\n         Executive will continue to be covered by the\n         Officer's Split Dollar Life Insurance until\n         termination of this Agreement.  The terms of\n         Executive's coverage and option for continuation\n         of the Officer's Split Dollar Life Insurance after\n         termination of this Agreement will be explained in\n         a separate letter upon termination of this Agreement.\n     \n     F.  Disability Income Benefits:  Executive will\n         continue to be covered by the Long Term Disability\n         plan and provided he is qualified under the terms\n         of the Plan, and provided he makes such payments\n         as may be required by the Plan Administrator, will\n         be eligible for any disability income benefits\n         from company disability insurance plans.\n         \n         \n     G.  Stock:  Stock grants or awards made to Executive under the\n         UAL, Inc. 1981 Incentive Stock Plan (the 'Plan') and the 1988\n         Restricted Stock Plan ('1988 Plan') before the Effective Date\n         will immediately vest upon the Effective Date.  Executive's\n         resignation of his employment under Paragraph 1 is an early\n         retirement under the Supplemental Plan within the meaning of the\n         Plan and the Option Agreements.  Accordingly, Executive shall\n         have until the expiration date as originally fixed to exercise\n         each such option.  Executive will not be eligible for any grants\n         made under the Plan or the 1988 Plan after the Effective Date.\n     \n     H.  Employee Stock Ownership Plan:  Executive will\n         continue to be eligible to participate in the\n         current ESOP and to receive future stock\n         allocations in accordance with the terms of the\n         plan. For the purpose of determining the amount of\n         stock to be allocated to Executive's ESOP account\n         for the 1999 and 2000 plan years, the compensation\n         described in Paragraph 3.B will be excluded and\n         the lump sum payment provided in Paragraph 3.C.\n         will be deemed to have been paid as follows:\n         Executive's monthly salary will be deemed to be\n         $41,348.67 and a bonus deemed to have been\n         received as follows - $362,596 paid March, 1999\n         and $421,756 paid March, 2000.  Such stock\n         allocation will be made to the Supplemental ESOP.\n         \n     I.  Financial Planning Services:  Executive will be\n         eligible to utilize financial planning services on\n         the same basis as an actively employed senior\n         officer of United as of the Effective Date.\n         Annual allocations of $4,000 each will be made in\n         the years 1999, 2000 and 2001.\n     \n     J.  Club Fees:  United will continue to reimburse\n         Executive for club membership fees for each year\n         during the Term up to the annual amount United\n         reimburses Executive as of the Effective Date.\n     \n     K.  Other Fees:  United will reimburse Executive for\n         expenses for office space and secretarial support\n         for up to one year following the Effective Date of\n         this Agreement.  United will also reimburse\n         Executive for legal, accounting and advisor fees\n         and expenses reasonably incurred by the Executive\n         in connection with the negotiation and preparation\n         of this Agreement and media communications\n         concerning Executive's resignation of his\n         Executive Positions.  The maximum amount United\n         will reimburse for all expenses described in this\n         Paragraph 4.K. is $75,000.\n     \n     L.  Automobile: Executive will dispose of the vehicle\n         United currently leases for Executive in\n         accordance with directions provided by United.\n         United will pay to Executive an annual car\n         allowance of $7,500.  Such allowance shall be\n         payable no later than January 15 of each year and\n         will be subject to withholding for taxes and other\n         purposes as required by applicable law.\n         \n     M.  Other Benefits:  Executive will continue to be\n         eligible to participate in the stock purchase\n         plan, 401(k) plan, Flexible Spending Account, and\n         be eligible for payroll savings bonds on the same\n         basis as other active employees.  Executive will\n         also be eligible to utilize the Credit Union\n         subject to its rules.\n     \n     N.  Vacation and Holidays:  Executive will be paid for\n         any accrued but unused vacation time accrued as of\n         the Effective Date.  Such payment will be made\n         within 30 days of the Effective Date of this Agreement.\n     \n     O.  Each of the benefits enumerated in Paragraph 4 is\n         subject to the practices, rules, and regulations\n         of United, as in effect from time to time.\n\n     5.   Termination of Employment Under Agreement:\n          ------------------------------------------\n          A.  Non-Election of Executive:  Executive's employment\n              --------------------------\nunder this Agreement shall terminate and Executive will no\nlonger have the status of an active employee of United and,\nexcept as specifically provided in this Agreement, will no\nlonger be entitled to any of the benefits of this Agreement\n(including the entitlement to the payment and benefits\ndescribed in Paragraph 4, other than those required by law\nor otherwise vested), on the happening of the earliest of\nthe following events:\n          \n                   (i)  Executive's death;\n           \n                  (ii)  11:59 p.m. on September 24, 2001.\n           \n          \n          Notwithstanding such termination, Executive shall\ncontinue to be bound by the provisions of Paragraphs 6\nthrough 20 of this Agreement.\n\n          B.  Election of Executive:  During the Term, if\n              ----------------------\nExecutive elects to terminate his employment for any reason,\nExecutive will receive a one time lump sum payment (subject\nto withholding for taxes and other purposes as required by\napplicable laws) in an amount equal to the sum of the\nremaining payments payable under Paragraph 3 of this\nAgreement between the effective date of Executive's election\nto terminate his employment under this Agreement and\nSeptember 24, 2001.  Such payment will be made promptly\nfollowing Executive's termination of employment, but not\nearlier than January 1, 1999.  Before Executive's election\nto terminate under this paragraph can become effective,\nExecutive must have provided United seven (7) days' written\nnotice of his election by registered mail addressed to the\nChairman of United at its principal World Headquarters\noffices.  Executive's termination of employment will be as\nof the seventh (7th) day after receipt by United of such\nnotice, at which time he will no longer have the status of\nan active employee of United (including the entitlement to\nbenefits described in Paragraph 4, other than those required\nby law or otherwise vested).\n\n          6.   [Reserved]\n               ----------\n\n          7.  Assent and Release:  A.  In consideration for the\n              -------------------\npayments and benefits provided in this Agreement, Executive\nhereby voluntarily, knowingly, willingly, irrevocably, and\nunconditionally releases UA and UAL together with their\nrespective parents, subsidiaries and affiliates, and each of\ntheir respective officers, directors, employees,\nrepresentatives, attorneys and agents, and each of their\nrespective predecessors, successors and assigns\n(collectively, the 'Releasees') from any and all charges,\ncomplaints, claims, liabilities, obligations, promises,\nagreements, causes of action, rights, costs, losses, debts,\nand expenses of any nature whatsoever, known or unknown,\nwhich against them Executive or his successors or assigns\never had, now have or hereafter can, shall or may have\n(either directly, indirectly, derivatively or in any other\nrepresentative capacity) by reason of any matter, fact or\ncause whatsoever arising from the beginning of time to the\ndate of this Agreement, including without limitation all\nclaims arising under Title VII of the Civil Rights Act of\n1964, the federal Age Discrimination in Employment Act of\n1967, as amended ('ADEA'), and all other federal, state or\nlocal laws, rules, regulations, judicial decisions or public\npolicies now or hereafter recognized.  This release by\nExecutive of the Releasees also includes, without\nlimitation, all claims arising under each employee pension,\nemployee welfare, and executive compensation plan of United\nnow in effect or hereafter adopted, except for any benefits\nto be provided to Executive under this Agreement or\nresulting, in the normal course, from Executive's employment\nthrough the Effective Date.  It is agreed that this\nparagraph shall survive termination of this Agreement.\n\n          B.  Executive expressly acknowledges and agrees that,\nby entering into this Agreement, Executive is waiving any\nand all rights or claims that he may have arising under the\nAge Discrimination in Employment Act of 1967, as amended,\nwhich have arisen on or before the date of execution of this\nAgreement.  Executive further expressly acknowledges and\nagrees that:\n     \n          (i)  In return for this Agreement, Executive will\n     receive compensation beyond that which he was already\n     entitled to receive before entering into this Agreement;\n     \n         (ii)  Executive has been advised by United to\n     consult with an attorney before signing this Agreement;\n     \n        (iii)  Executive was given a copy of this\n     Agreement on September 12, 1998 and informed that\n     Executive had twenty-one (21) days within which to\n     consider the Agreement and, if Executive considers this\n     Agreement for fewer than 21 days, then Executive agrees\n     that he has had a reasonable period of time to consider\n     the Agreement; and\n     \n         (iv)  Executive was informed that Executive had\n     seven (7) days following the date of execution of the\n     Agreement in which to revoke the Agreement.  After\n     seven (7) days this Agreement will become effective,\n     enforceable and irrevocable unless written revocation\n     is received by the undersigned from Executive on or\n     before the close of business on the seventh (7th) day\n     after Executive executed this Agreement.  If Executive\n     revokes this Agreement it shall not be effective or\n     enforceable and Executive will not receive the\n     compensation or benefits described in this Agreement,\n     other than those required by law or otherwise vested.\n     \n          8.  Non-Assignability:  This Agreement and the\n              ------------------\nbenefits hereunder are not assignable or transferable by\nExecutive.\n\n          9.  Binding of Successors.  United will be required to have\n              ----------------------\nany successor to all or substantially all of its business and\/or\nassets expressly assume and agree to perform this  Agreement in\nthe same manner and to the same extent that United would be\nrequired to perform if no such succession had taken place.\n     \n         10.  Paragraph Reference:  Any reference to paragraphs\n              --------------------\nor subparagraphs shall be references to paragraphs or\nsubparagraphs of this Agreement unless expressly stated otherwise.\n\n         11.  Severability:  If any provision of this Agreement\n              -------------\nor the application thereof is held invalid, the invalidity\nshall not affect other provisions or applications of this\nAgreement which can be given effect without the invalid\nprovisions or application in accordance with the essential\nintent and purpose of this Agreement, and to this end the\nprovisions of this Agreement are declared to be severable.\n\n         12.  Gross-Up Payment for Golden Parachute Taxes.  \n              --------------------------------------------\nIf it is determined that any payment by United to or for the benefit \nof the Executive, under the Agreement or otherwise, would be subject\nto the federal excise taxes imposed on golden parachute payments,\nUnited will make an additional payment to the Executive (the\n'Gross-Up Payment') in amount sufficient to cover:\n         (a)  Any golden parachute excise tax payable by the Executive,\n         (b)  All taxes on the Gross-Up Payment, and\n         (c)  All interest and\/or penalties imposed with respect to \n              such taxes.\n     \n         13.  Withholding.  Anything in this Agreement to the\n              ------------\ncontrary notwithstanding, all payments required to be made by the\nEmployer hereunder to the Executive shall be subject to\nwithholding of such amounts, at the time payments are actually\nmade to the Executive and received by him, relating to taxes as\nUnited may reasonably determine it should withhold pursuant to\nany applicable law or regulation.  In lieu of withholding such\namounts, in whole or in part, United may, in its sole discretion,\naccept other provision for payment of taxes as required by law,\nprovided that it is satisfied that all requirements of law\naffecting its responsibilities to withhold such taxes have been\nsatisfied.\n\n         14.  No Duty to Mitigate.  After termination of\n              --------------------\nemployment, the Executive will not be obligated to mitigate\ndamages by seeking other comparable employment, and any severance\nbenefits payable to the Executive will not be subject to\nreduction for any compensation received from other employment.\n\n         15.  Confidentiality.  The Executive shall hold in fiduciary\n              ----------------\ncapacity for the benefit of United all secret or confidential\ninformation, knowledge or data relating to United, or its\nsubsidiaries, affiliates and businesses, which shall have been\nobtained by the Executive pursuant to his employment by United or\nany of its subsidiaries and affiliates and which shall not have\nbecome public knowledge (other than by acts by the Executive or\nhis representatives in violation of this Agreement).  After\ntermination of the Executive's employment with United, the\nExecutive shall not, without the prior written consent of United,\ncommunicate or divulge any such information, knowledge or data to\nanyone other than United and those designated by it.  In no event\nshall an asserted violation of the provisions of this Paragraph\n15 constitute a basis for deferring or withholding any amounts\notherwise payable to the Executive under this Agreement.  The\nExecutive acknowledges and agrees that due to the confidential\nand proprietary nature of the Confidential Information he\npossesses, a breach or threatened breach by him of any of the\nprovisions contained in this Paragraph 15 will cause United\nirreparable injury.  Therefore, in addition to any other rights\nor remedies, the Executive agrees that United shall be entitled\nto a temporary, preliminary, and permanent injunction enjoining\nor restraining the Executive from any such violation or\nthreatened violation, with the necessity of proving inadequacy of\nmonetary damages or the posting of any bond or security.\n\n         16.  Public Relations:  United agrees to reasonably\n              -----------------\ncooperate with Executive regarding internal and media\ncommunications concerning Executive's resignation of his\nExecutive Positions, it being understood that United ultimately\nshall have sole and complete discretion regarding the timing,\ncontent, and other aspects of its internal and media\ncommunication.  The initial media communication regarding\nExecutive's resignation will be substantially in the form of\nExhibit A attached hereto.\n\n         17.  Indemnification.  To the fullest extent permitted by\n              ----------------\nlaw, United will indemnify the Executive (including the\nadvancement of expenses) for any judgments, fines, amounts paid\nin settlement and reasonable expenses, including attorney's fees,\nincurred by the Executive in connection with the defense of any\nlawsuit or other claim to which he is made a party by reason of\nbeing or having been an officer, director or employee of UAL,\nUnited Airlines or any of their  subsidiaries.  In addition,\nUnited will maintain, with coverage for the Executive, director\nand officer liability insurance at least as comprehensive as, and\nin an amount at least equal to, that maintained by United on\nSeptember 1, 1998.\n\n         18.  Payment of Legal and other Fees.  If either party is\n              --------------------------------\nrequired to seek enforcement of this Agreement, each party will\nbe responsible for paying its own attorneys' fees and expenses.\n\n         19.  Arbitration.  Any controversy or claim relating to this\n              ------------\nAgreement (except for court action initiated by United to enforce\nthe Executive's covenants as to confidentiality) will be settled\nexclusively by arbitration in Chicago, Illinois in accordance\nwith the rules of the American Arbitration Association then in\neffect.  Any arbitration award will be binding on the parties and\nmay be enforced in any court having jurisdiction; provided,\nhowever, that the Executive shall be entitled to seek specific\nperformance of his right to be paid during the pendency of any\ndispute or controversy arising under or in connection with this\nAgreement.\n\n         20.  Supersedes Prior Agreement.  This Agreement supersedes\n              ---------------------------\nand voids any prior oral or written agreement relating in any way\nto the Executive's employment with United Airlines or UAL which\nmay have been entered into between parties hereto.  Any change to\nthe Agreement after its Effective Date must be in writing and\nmust be executed by United Airlines, UAL and the Executive.\n\n         21.  Miscellaneous.\n              --------------\n              (a)  This Agreement shall be governed by and construed\nin accordance with the laws of the State of Illinois, without\nreference to principles of conflict of laws.  The captions of\nthis Agreement are not part of the provisions hereof and shall\nhave no force or effect.  This Agreement may not be amended or\nmodified otherwise than by a written agreement executed by the\nparties hereto or their respective successors and legal representatives.\n              (b)  All notices and other communications hereunder\nshall be in writing and shall be given by hand delivery to the\nother party or by registered or certified mail, return receipt\nrequested, postage prepaid, addressed as follows:\n               If to the Executive:\n               Mr. John A. Edwardson\n               747 Sheridan Road\n               Wilmette, Illinois 60091\n               with a copy to:\n               Robert J. Stucker\n               Vedder, Price, Kaufman, and Kammholz\n               222  North LaSalle Street\n               Chicago, Illinois 60601-1003\n               If to United:\n               1200 East Algonquin Road\n               Elk Grove Township, Illinois   60007\n               Attn:  General Counsel\nor to such other address as any of the parties shall have\nfurnished to the other in writing in accordance herewith.  Notice\nand communications shall be effective when actually received by\nthe addressee.\n              (c)  None of the provisions of the Agreement shall be\ndeemed to be a penalty.\n              (d)  The invalidity or unenforceablity of any provision\nof this Agreement shall not affect the validity or enforceability\nof any other provision of this Agreement.\n              (e)  Either party's failure to insist upon strict\ncompliance with any provision hereof shall not be deemed to be a\nwaiver of such provision or any other provision hereof.\n              (f)  This Agreement may be executed simultaneously in\ntwo or more counterparts, each of which shall be deemed an\noriginal, but all of which together shall constitute one and the\nsame instrument.\n              (g)  United and Executive, having read and understood\nthis Agreement and having consulted with others as appropriate,\nhereby agree to be bound by its terms.\n\nIN WITNESS WHEREOF, the parties have executed the Agreement as of\nSeptember 18, 1998 at the World Headquarters of United Air Lines,\nInc., 1200 East Algonquin Road, Elk Grove Twp., Illinois 60007.\n\nUnited Air Lines, Inc.,       UAL Corporation           Executive\n\nBy:\/s\/ G. Greenwald           By:\/s\/ G. Greenwald       By:\/s\/ John Edwardson\nIts:  Chairman and            Its:  Chairman and        John A. Edwardson\nChief Executive Officer       Chief Executive Officer\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-39670","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\/39670","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=39670"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39670"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39670"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39670"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}