{"id":39671,"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-joseph-r.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-united-air-lines-inc-and-joseph-r","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-united-air-lines-inc-and-joseph-r.html","title":{"rendered":"Employment Agreement &#8211; United Air Lines Inc. and Joseph R. O&#8217;Gorman"},"content":{"rendered":"<pre>                      EMPLOYMENT AGREEMENT\n                      --------------------\n\nTHIS EMPLOYMENT AGREEMENT (the 'Agreement') is made and\nentered into as of September 1, 1997 between United Air\nLines, Inc. ('UA') and UAL Corporation ('UAL') (UA and UAL\nsometimes collectively referred to as 'United') and Joseph\nR. O'Gorman residing at P.O. Box 422, Barrington, Illinois\n60011 (sometimes referred to as 'Executive').\n\n     WHEREAS, Executive has served and is presently serving\nas Executive Vice President-Fleet Operations and\nAdministration and as a Director of UA and holds various\nother positions and directorships with subsidiaries and\naffiliates of UA or UAL (hereinafter collectively referred\nto as 'Executive Positions'); and\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 Position;\n\n     NOW, THEREFORE, it is agreed by and between United and\nExecutive as follows:\n\n     1.  Resignation; Continued Employment:  Executive\n         ---------------------------------\nhereby resigns from his Executive Positions all effective as\nof September 1, 1997 (the 'Effective Date').  Thereafter,\nExecutive will continue to be actively employed by United,\nbut he will perform services for United by being 'on call',\nincluding testifying on behalf on United, and subject to\nsuch assignments consistent with Executive's experience as\nmay be reasonably requested by United's President and\nreasonably acceptable to Executive.  Executive and United\nhereby agree and affirm that circumstances constituting an\nevent of 'Good Reason' or a termination of employment under\nthe UAL Agreement (as hereinafter defined) have not arisen\nor are otherwise applicable and that this Agreement shall\nnot constitute such circumstances.  The 'UAL Agreement'\nshall mean, collectively, the 35 page agreement between\nExecutive and UAL dated as of July 1, 1993, and any and all\namendments or letters of agreement relating thereto.\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 September 1,\n1997 through July 31, 1998, subject to sooner termination\npursuant to Paragraph 4 (such period, as it may be shortened\npursuant to Paragraph 4, being herein called the 'Term').\n\n     3.  Payments and Benefits:  A.(i) During the Term,\n         ---------------------\nUnited will pay Executive a salary of $28,333 per month.\nSuch payments will be made on the same schedule as actively\nemployed officers of United from time to time, currently the\n15th and last day of each month.  Any amounts will be\nprorated for any partial month. Executive will not be\nentitled to any increase nor subject to any decrease in such\nsalary payments during the Term.\n\n     (ii)  In addition to the payments specified in\nParagraph 3.A(i), on March 15, 1998, United will pay\nExecutive a lump sum severance payment of $183,333.\n\n     (iii)  All payments under this Paragraph 3.A will be\nsubject to withholding for taxes and other purposes as\nrequired by applicable law.\n\n     B.  Notwithstanding what may be provided to other\nactive employees of United from time to time, the only\nbenefits that Executive shall be entitled to during the Term\nare as follows, in each case subject to the rules and\nregulations of United as from time to time are in effect\n(except as otherwise stated below in this Paragraph 3.B):\n\n     (i)  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 actively employed officers in\n          accordance with company regulations as revised\n          from time to time.\n     \n    (ii)  United Air Lines, Inc. Management and Salaried\n          Employees' Retirement Plan:  Executive shall\n          continue to participate in (i) the Retirement Plan\n          and (ii) The United Air Lines, Inc. Supplemental\n          Retirement Plan in accordance with their terms\n          (hereinafter collectively the 'Retirement Plans').\n     \n   (iii)  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    (iv)  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     (v)  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 4 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 July\n          31, 2003.  The terms of Executive's coverage and\n          option for continuation of the Officer's Split\n          Dollar Life Insurance thereafter will be explained\n          in a separate letter by July 31, 2003.\n     \n    (vi)  Disability Income Benefits:  Executive, provided\n          he is qualified under the terms of the Plan, and\n          provided he makes such payments as may be required\n          by the Plan Administrator, will be eligible for\n          any disability income benefits from company\n          disability insurance plans.\n     \n   (vii)  Stock:  Executive shall continue to \n          participate in the UAL, Inc. 1981 Incentive Stock\n          Program (the 'Program') and the 1988 Restricted\n          Stock Plan ('1988 Plan').  Termination of\n          employment pursuant to Paragraph 4 of the\n          Agreement will be a cessation of employment within\n          the meaning of the Program and the 1988 Plan.\n          Nothing in this Agreement will increase or\n          diminish the right of Executive to exercise any\n          stock option that becomes exercisable according to\n          the terms of the Program and the relevant option.\n          Notwithstanding the foregoing, the parties hereby\n          agree that the Non-Qualified Stock Option\n          Agreements with Executive dated as of April 26,\n          1996 (the 'April 1996 Agreement') and May 20, 1997\n          (the 'May 1997 Agreement') and the Restricted\n          Stock Agreement with Executive dated May 17, 1995\n          (the 'May 1995 Agreement') are hereby amended as\n          follows:\n               (a)  The unvested options to purchase up to\n          20,000 shares of UAL common stock that Executive\n          has remaining under the April 1996 Agreement that\n          are scheduled to vest after July 31, 1998 will be\n          forfeited on the Effective Date.\n               (b) The unvested options to purchase up to\n          11,775 shares of UAL common stock that Executive\n          has remaining under the May 1997 Agreement that\n          are scheduled to vest after July 31, 1998 will be\n          forfeited on the Effective Date.\n               (c)  The 12,000 restricted shares of UAL\n          common stock that Executive has under the May 1995\n          Agreement that are not scheduled to be released\n          from restrictions until after July 31, 1998 will\n          be forfeited on the Effective Date.\n     \n          Executive will not be eligible for any grants made\n          under the Program or the 1988 Plan after the\n          Effective Date.\n     \n  (viii)  Other Benefits:  Executive will continue to\n          be 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    (ix)  Vacation and Holidays:  Executive agrees to forego\n          any unused vacation time existing as of September\n          1, 1997 and no paid vacation or holiday time will\n          be accrued or taken after September 1, 1997.\n     \n     (x)  UAL Stock Ownership Plan:  Because, among other\n          matters, Executive is receiving compensation pursuant \n          to this Agreement at a rate greater than that which \n          he had received after the commencement of the UAL Stock\n          Ownership Plan ('ESOP'), all parties acknowledge\n          and agree that Executive will no longer be\n          eligible to participate in the ESOP after August\n          31, 1997, and as of September 1, 1997 his\n          participation with respect to future accruals of\n          UAL stock shall cease, but he will retain whatever\n          stock or other benefits rights he may have accrued\n          prior to that date, all in accordance with the\n          ESOP's terms and conditions.\n          \n    (xi)  Company Owned Car:  Executive will be entitled to\n          retain the company owned car provided to him by\n          United.  In addition, no later than 31 days\n          following the Effective Date, United will pay off\n          all amounts due under the lease pertaining to the\n          vehicle, and United will cause title in the\n          vehicle to be conveyed to Executive.  To the\n          extent there is any imputed income as a result of\n          the conveyance of title or the liquidation of the\n          lease or both, Executive will be deemed to have\n          received such imputed income and United may make\n          withholdings for income taxes and other purposes\n          as required by applicable law.\n\n     C.  Each of the benefits enumerated in Paragraph 3.B.\nis subject to the practices, rules, and regulations of\nUnited, as in effect from time to time.\n     \n     D.  For purposes of clarity, if an Incentive\nCompensation Plan (ICP) award is granted for 1997\nperformance or thereafter, Executive will not be eligible\nunder the ICP for any award.\n\n4.  Termination of Employment Under Agreement:\n    -----------------------------------------\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\nwill no longer be entitled to any of the benefits of this\nAgreement (including the entitlement to the payment and\nbenefits described in Paragraph 3 (other than those required\nby law and otherwise vested)), on the happening of the\nearliest of the following events:\n\n           (i)  Executive's death.\n           \n          (ii)  Executive's discharge for cause.\n           \n         (iii)  Any action or communication by Executive\n                that adversely reflects upon United or the\n                service it provides or any action or\n                communication that causes, induces, or\n                facilitates others to act adversely to\n                United.\n           \n          (iv)  11:59 p.m. on July 31, 1998, at which\n                time he will be deemed to have elected to\n                retire.\n           \n     Notwithstanding such termination, Executive shall\ncontinue to be bound by the provisions of Paragraphs 6\nthrough 12 of this Agreement.  Discharge for 'cause' shall\nmean termination upon (a) willful and continued failure by\nExecutive to substantially perform the duties set forth in\nParagraph 1 of this Agreement (other than any such failure\nresulting from Executive's incapacity due to physical or\nmental illness) after written demand for substantial\nperformance is delivered to Executive by the Board of\nDirectors of UAL Corporation, which demand specifically\nidentifies the manner in which that Board believes Executive\nhas not substantially performed such duties, and reasonable\nopportunity of Executive to perform, or (b) the willful\nengaging by Executive in conduct which is demonstrably and\nmaterially injurious to United or its subsidiaries or\naffiliates monetarily or otherwise, or (c) any willful\nbreach by Executive of this Agreement.  For purposes of this\ndefinition, no act, or failure to act, on Executive's part\nshall be deemed 'willful' unless done, or omitted to be\ndone, by Executive not in good faith and without the\nreasonable belief that such action or omission was in the\nbest interest of United or its subsidiaries or affiliate.\n\n     B.  Upon Retirement:  If this Agreement and\n         ---------------\nExecutive's employment under it have not otherwise\nterminated pursuant to Paragraph 4 as of 11:59 p.m. of July\n31, 1998, then effective as of that time and day Executive\nhereby retires from United and Executive will be entitled to\nthe benefits of a retired United officer, as such may be\nrevised from time to time.  In addition, United will pay\nExecutive a supplemental retirement benefit computed and\npaid in accordance with the Retirement Plans ( as defined in\nParagraph 3.B.(ii)) but calculating Executive's accrued\nbenefit (the 'Additional Years of Service Credit') as if\nExecutive had been continuously employed by United from June\n27, 1966 to the date of Executive's retirement from United.\nThe amount of this supplemental retirement benefit shall be\ndetermined without decrement based on age at the time of\nretirement, so that such benefit will be determined as if\nExecutive actually retired at age 65, regardless of the\nactual age at which Executive retires.  This supplemental\nretirement benefit shall be offset by the accrued benefit\npayable to Executive under the Retirement Plans, and shall\nbe paid out of United's general funds pursuant to United's\ncontractual obligation hereunder, but no funds shall be\nplaced in trust or otherwise set aside by United to provide\nfor payments hereunder.  Such supplemental retirement\nbenefit shall be payable at the same time and in the same\nmanner as Executive elects to receive his benefits under the\nRetirement Plans.  The Additional Years of Service Credit\nshall also apply in determining Executive's eligibility for,\nand the amount of, Executive's other retiree benefits.\n\n     C.  Election of Executive:  If, prior to 11:59 p.m. on\n         ---------------------\nJuly 31, 1998, Executive elects to terminate his employment\nfor any reason, Executive will receive a one time lump sum\npayment (subject to withholding for taxes and other purposes\nas required by applicable laws) in an amount equal to the\nsum of the remaining monthly salary payments payable under\nthis Agreement between the effective date of Executive's\nelection to terminate his employment under this Agreement\nand July 31, 1998 plus, if it has not otherwise been paid,\nthe lump sum severance payment specified in paragraph 3.\nBefore Executive's election to terminate under this\nparagraph can become effective, Executive must have provided\nUnited seven (7) days' written notice of his election by\nregistered mail addressed to the President of United at its\nprincipal World Headquarters offices.  Executive's\ntermination of employment will be as of the seventh (7th)\nday after receipt by United of such notice, at which time he\nwill no longer have the status of an active employee of\nUnited (including the entitlement to benefits described in\nParagraph 3).\n     \n     5.  Regulations:  During his employment, Executive\n         -----------\nwill be governed by applicable United regulations, as in\neffect from time to time.\n\n     6.  Confidentiality:\n         ---------------\n         A.  Executive agrees to keep any proprietary or\n     confidential information concerning United which he has\n     gained through his employment confidential.  Executive\n     agrees that money damages could not adequately\n     compensate United in case of a breach or threatened\n     breach of this promise of confidentiality and that,\n     therefore, United would be entitled to injunctive\n     relief upon such breach.  Executive understands that it\n     is United's intent to have this promise of\n     confidentiality enforced to its fullest extent.\n     Accordingly, Executive and United agree that, if any\n     portion of this promise of confidentiality is\n     unenforceable, the court should still construe and\n     enforce this promise of confidentiality to the fullest\n     extent permitted by law.\n     \n         B.  Executive and United agree to keep the terms\n     of this Agreement, and of his working arrangement, as\n     defined herein, confidential except that the source and\n     amount of his income may be revealed as necessary for\n     implementation and fulfillment of this Agreement,  tax,\n     loan purposes and the like and for disclosure to legal\n     counsel to carry out the review of this Agreement in\n     accordance with Paragraph 7.\n         \n         C.  During the term of this Agreement, United will\n     not take any action or make any communication that\n     adversely reflects upon Executive or that causes,\n     induces, or facilitates others to act adversely to\n     Executive.\n\n     7.  Assent and Release: In consideration for the\n         ------------------\n     payments and benefits provided in this Agreement,\n     Executive hereby voluntarily, knowingly, willingly,\n     irrevocably, and unconditionally releases UA and UAL\n     together with their respective parents, subsidiaries\n     and affiliates, and each of their respective officers,\n     directors, employees, representatives, attorneys and\n     agents, and each of their respective predecessors,\n     successors and assigns (collectively, the 'Releasees')\n     from any and all charges, complaints, claims,\n     liabilities, obligations, promises, agreements, causes\n     of action, rights, costs, losses, debts, and expenses\n     of any nature whatsoever, known or unknown, which\n     against them Executive or his successors or assigns\n     ever had, now have or hereafter can, shall or may have\n     (either directly, indirectly, derivatively or in any\n     other representative capacity) by reason of any matter,\n     fact or cause whatsoever arising from the beginning of\n     time to the date of this Agreement, including without\n     limitation all claims arising under the UAL Agreement,\n     Title VII of the Civil Rights Act of 1964, the federal\n     Age Discrimination in Employment Act of 1967, as\n     amended, and all other federal, state or local laws,\n     rules, regulations, judicial decisions or public\n     policies now or hereafter recognized.  This release by\n     Executive of the Releasees also includes, without\n     limitation, all claims arising under each employee\n     pension, employee welfare, and executive compensation\n     plan of United now in effect or hereafter adopted,\n     except for any benefits to be provided to Executive\n     under this Agreement or in the normal course of\n     Executive's employment through the Effective Date.  It\n     is agreed that this paragraph shall survive termination\n     of the Agreement.\n\n     Executive expressly acknowledges and agrees that, by\n     entering into this Agreement, Executive is waiving any\n     and all rights or claims that he may have arising under\n     the Age Discrimination in Employment Act of 1967, as\n     amended, which have arisen on or before the date of\n     execution of this Agreement.  Executive further\n     expressly acknowledges and agrees 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\n     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 August 5, 1997, 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     \n     8.  Non-Assignability; Assignment in the Event of\n         ---------------------------------------------\nAcquisition or Merger:  This Agreement and the benefits\n---------------------\nhereunder are not assignable or transferable by Executive;\nthe rights and obligations of United under this Agreement\nwill automatically be deemed to by assigned by United to any\ncorporation or entity into which United may be merged or\nconsolidate.\n     \n     9.  Applicable Law:  This Agreement shall be\n         --------------\nconstrued in accordance with the laws of the State of\nIllinois, and the rights and obligations of the parties\nhereunder shall be construed and enforced in accordance\nwith, and governed by the laws of the State of Illinois,\nwithout regard to principles of conflict of laws.  Except\nfor an action seeking injunctive relief under Paragraph 6,\nany dispute or controversy arising under or in connection\nwith this Agreement shall be settled exclusively by\narbitration in Chicago, Illinois in accordance with the\nrules of the American Arbitration Association then in\neffect.  Judgment may be entered on the arbitrator's award\nin any court having jurisdiction.  Each party shall be\nresponsible for its own attorneys fees, costs, and expenses\nin connection with the arbitration.\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\notherwise.\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.  Supersedes Prior Agreement(s):  This Agreement\n         -----------------------------\nsupersedes and voids any prior oral or written agreement\nrelating in any way to Executive's employment with UA or UAL\nwhich may have been entered into between the parties hereto\nincluding, without limitation the UAL Agreement.  Any change\nto this Agreement after its Effective Date must be in\nwriting and must be executed by UA, UAL, and Executive.\nExecutive hereby expressly waives any and all rights to\nwhich he may be entitled under the UAL Agreement.\n\n     United and Executive, having read and understood this\nAgreement and, having consulted with others as appropriate,\nhereby agree to be bound by its terms.\n\n     IN WITNESS WHEREOF, the parties have executed this\nAgreement effective as of August 8, 1997 at the World\n                          \nHeadquarters of United Air Lines, Inc., 1200 East Algonquin\nRoad, Elk Grove Twp., Illinois 60007.\n\n\n\nUAL Corporation and\nUnited Air Lines, Inc.\n\n\n\nBy: \/s\/ G. Greenwald                     \/s\/ J.R. O'Gorman\n    ----------------                     -----------------\nGerald Greenwald                         Joseph R. O'Gorman\nChairman &amp; 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-39671","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\/39671","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=39671"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39671"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39671"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39671"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}