{"id":40009,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-compensation-plan-ual-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-compensation-plan-ual-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-compensation-plan-ual-corp.html","title":{"rendered":"Incentive Compensation Plan &#8211; UAL Corp."},"content":{"rendered":"<pre>                                                       As Amended\n                                               September 18, 1997\n\n\n                         UAL CORPORATION\n\n                   INCENTIVE COMPENSATION PLAN\n\n\nI.  PURPOSE\n\n     In an effort to maintain a position of leadership in the\nfast-growing and highly competitive business segments in which\nUAL Corporation (the 'Company') competes, it is necessary to\npromote financial interests of the corporation and its corporate\naffiliates (the 'subsidiaries'), including its growth, by (A)\nattracting and retaining highly qualified executives possessing\noutstanding ability, (B) motivating executives by means of\nperformance related incentives, and (C) providing incentive\ncompensation opportunities which are competitive with those of\nmajor corporations.  The Incentive Compensation Plan (the 'Plan')\nhereinafter described is designated to assist the Company in\nattaining these objectives.\n\nII.  ADMINISTRATION OF THE PLAN\n\n       1.  The Company is responsible for the general\nadministration of the Plan, except as to matters reserved in this\nPlan to the Compensation Administration Committee of the Board of\nDirectors of the Company for all grants to any 'covered employee'\nwithin the meaning of Section 162(m) of the Internal Revenue Code\nof 1986, as amended, and the regulations promulgated thereunder,\nand by the Compensation Committee of the Board of Directors of\nthe Company for all other grants (such committee, as applicable,\nherein called the 'Committee').  Determinations, decisions and\nactions of the Company or the Committee in connection with the\nconstruction, interpretation, administration, or application of\nthe Plan will be final, conclusive, and binding upon any grantee\nof awards under the Plan and any person claiming under or through\nsuch grantee.  Neither the Company nor any member of the\nCommittee will be liable for any determination, decision, or\naction made with respect to the Plan or any Incentive Award\ngranted under the Plan.\n\n       2.  A Participant's rights and interests in any Incentive\nAward made under the Plan may not be assigned or transferred and\nare not subject to attachment, garnishment, execution, or other\ncreditor's processes.\n\n       3.  This Plan may at any time be amended, modified, or\nterminated as the Board, in its discretion, determines, and such\namendment, modification, or termination will not require the\nconsent, ratification, or approval of any party, including any\nParticipant hereunder.\n\n       4.  This Plan and all determinations made and actions taken\npursuant hereto will be governed and construed by the law of the\nState of Illinois.\n\nIII.  DEFINITIONS\n\n       1.  Award Year--The calendar year for which Incentive\nAwards, if any, are calculated under the Plan.\n\n       2.  Financial Objectives--Financial performance goals\nestablished by the Company and approved by the Committee at the\nbeginning of an Award Year.  Financial Objectives may apply to\noverall Company and subsidiaries performance in selected areas\nand\/or to performance of major business segments of the Company\nand subsidiaries.\n\n       3.  Financial Performance Factor--The numerical factor\ndetermined by the Company shortly after the Award Year by\ncomparing actual performance during such Award Year to the\napplicable Financial Performance Objectives previously\nestablished for such Award Year.\n\n       4.  Individual Performance Objectives--Goals and objectives\nestablished by the Company (or by the Committee in the case of\nthe Company's Chairman and its Chief Executive Officer) for each\nParticipant under the Plan.\n\n       5.  Individual Performance Factor--The numerical factor\ndetermined with respect to the Plan by the Company (or by the\nCommittee in the case of the Chairman and the Chief Executive\nOfficer and officers reporting to either of them) shortly after\nthe Award Year, based upon an evaluation as to the extent to\nwhich a Participant in the Plan achieved the Individual\nPerformance Objectives established for him\/her.  Such evaluation\nwill be wholly discretionary and subjective on the part of the\nCompany or the Committee.\n\n       6.  Incentive Awards--The dollar value of awards made to\nParticipants under the Plan.\n\n       7.  Incentive Opportunity--The amount, determined by the\nCompany and as approved by the Committee as appropriate, that a\nParticipant may receive as an Incentive Award under the Plan.\nThe Incentive Opportunity will be stated as a percentage of a\nParticipant's base salary for an Award Year (prorated for a\npartial year's participation).  If a Participant held more than\none eligible position in an Award Year, his\/her Incentive\nOpportunity will be determined on a prorata basis.\n\nIV.  PARTICIPATION IN THE PLAN\n\n       1.  Participants will be determined annually by the Company\nfrom among key employees and senior management employees of the\nCompany and its subsidiaries.  This determination will allow\nparticipation only for the Award Year concerned.\n\n       2.  The Plan does not constitute a contract of employment,\nand participation in the Plan will not give any employee the\nright to be retained in the service of the Company or its\nsubsidiaries.\n\n       3.  If a Participant's employment with the Company or its\nsubsidiaries is terminated during an Award Year, the appropriate\nIncentive Award under the Plan, if any, for such Participant will\nbe subject to the sole discretion of the Company's Chairman (or\nto the sole discretion of the committee in case of the\ntermination of employment of the Chairman).  A transfer of\nemployment between the Company and any of its subsidiaries will\nnot be considered a termination of employment.\n\nV.  COMPUTATION OF INCENTIVE AWARDS\n\n      The Incentive Award for an Award Year for a Participant will\nbe the product of a Participant's Incentive Opportunity modified\nby the Financial Performance Factor and Individual Performance\nFactor, times the Participant's applicable base salary.  No\nIncentive Award will be made to a Participant for an Award Year\nin which his company's Financial Performance Factor is below\nthreshold level.  However, the Chairman, with Committee approval,\nmay waive the Company's Financial Performance Factor threshold\nrequirement.\n\n      Total payments to all participants of the Incentive\nCompensation Plan will be limited to 5% of Pre-Tax Income in any\ngiven year.  Should total calculated incentive awards exceed 5%\nof Pre-Tax Income, payments will be made on a prorated basis.\n\nVI.  PAYMENT OF AWARDS\n\n     (A)  Standard Procedures--Payment of Incentive Awards will\nbe made in cash on or about April 1, of the year following the\nAward Year; provided, however, that an Incentive Award may be\ndeferred at the election of a Participant in the manner described\nbelow.\n\n     (B)  Deferred Awards--Participants may elect, on or before\nDecember 31 of the year preceding an Award Year, to defer receipt\nof all or any portion on an Incentive Award to a subsequent\ncalendar year.  A Participant will receive payment of a deferred\nIncentive Award in a lump sum in January of the earliest of: (1)\nthe deferral calendar year selected by the Participant; (2) the\ncalendar year immediately after the Participant's retirement\nunder the United Air Lines, Inc. Non-Union Ground Employees'\nRetirement Plan; (3) the calendar year after the Participant's\ntermination of employment with the Company for other reasons,\nprovided that a transfer of employment from the Company to any of\nthe Company's affiliates will not be considered a termination of\nemployment with the Company; (4) the occurrence of an\n'Unforeseeable Emergency', provided that a distribution pursuant\nto this clause (4)  shall not exceed the amount reasonably needed\nto satisfy the emergency need, or (5) any other time elected by\nthe Participant, provided that upon making such an election, the\nParticipant shall be entitled to receive 90% of the amounts then\ncredited to him or her under the Plan and shall forfeit the\nremaining 10% of such amount.  The amounts deferred will be\ncredited annually with compound interest at the prime rate in\neffect during the deferral period at the end of the calendar\nquarter, as reported by The Wall Street Journal.  All deferred\nIncentive Awards will be reflected in the Company's books as\ngeneral unsecured and unfunded obligations of the Company.  No\ntrust in favor of any Participant will be implied.  Deferral\nelections will be irrevocable by a Participant or his or her\nbeneficiary.  For purposes of this Section, 'Unforeseeable\nEmergency' shall mean a severe financial hardship to the\nParticipant resulting from a sudden and unexpected illness or\naccident of the Participant or of a dependent (as defined in\nSection 152(a) of the Code) of the Participant, loss of the\nParticipant's property due to casualty, or other similar\nextraordinary and unforeseeable circumstances arising as a result\nof events beyond the control of the Participant.  The\ncircumstances that will constitute an Unforeseeable Emergency\nwill depend upon the facts of each case, but, in any case,\npayment under clause (4) above may not be made to the extent that\nsuch hardship is or may be relieved (i) through reimbursement or\ncompensation by insurance or otherwise, (ii) by liquidation of\nthe Participant's assets, to the extent the liquidation of such\nassets would not itself cause severe financial hardship, or (iii)\nby cessation of deferrals under the Plan.\n\nVII.  SPECIAL RULES\n\n       Notwithstanding any other provision of this Plan to the\ncontrary:  Incentive Awards with respect to an Award Year with\nrespect to any Participant who is a 'covered employee' (as\ndefined in Section 162(m)(3) of the Code) with respect to such\nAward Year (I) may not exceed $900,000 and (ii) shall be\ndetermined by reference to a formula which shall define the\nIncentive Award by reference to the attainment by the Company of\none or more target levels of pre-tax income (as determined under\ngenerally accepted accounting principles but without regard to\nany items (whether gains or losses) otherwise included therein\nrelating to (1) the UAL Corporation Employee Stock Ownership\nPlan, the UAL Corporation Supplemental ESOP, or the trusts\nrelating thereto, (2) any event or occurrence that the Committee\ndetermines to be either not directly related to the operations of\nthe Company or not within the reasonable control of the Company's\nmanagement, (3) this Plan and (4) the Company's 1988 Restricted\nStock Plan) for such Award Year.  Such target level(s) and the\nformula referred to above shall be determined by the Committee\nprior to the commencement of such Award Year (or at such later\ntime as may be permissible under Section 162(m) of the Code); the\nCommittee shall determine and certify whether such target levels\nof pre-tax income have been met.  Notwithstanding the foregoing,\nthe Committee may reduce the Incentive Award otherwise determined\npursuant to such formula in its sole discretion.\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":[9539,9546],"class_list":["post-40009","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40009","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=40009"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40009"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40009"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40009"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}