{"id":40156,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-qualified-stock-option-ual-corp-and-stuart-i-oran.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-qualified-stock-option-ual-corp-and-stuart-i-oran","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-qualified-stock-option-ual-corp-and-stuart-i-oran.html","title":{"rendered":"Non-Qualified Stock Option &#8211; UAL Corp. and Stuart I. Oran"},"content":{"rendered":"<pre>                               \n              NON-QUALIFIED STOCK OPTION UNDER 1981\n             INCENTIVE STOCK PLAN OF UAL CORPORATION\n\n\n          This Option, granted this 12th day of July, 1994 by\nUAL Corporation, a Delaware corporation (hereinafter called the\n'Company'), to Stuart I. Oran, an employee of the Company or one\nof its subsidiaries (hereinafter called the 'Employee').\n\n                           WITNESSETH:\n\n          The object of this Option is to provide a means to\npermit the Employee to acquire shares of Common Stock, $.01 par\nvalue per share (hereinafter referred to as 'Common Stock'), of\nthe Company pursuant to a non-qualified option for the purposes\nset forth in the 1981 Incentive Stock Plan.\n\n          NOW, THEREFORE, the Company hereby grants to the\nEmployee an option (hereinafter called the 'Option') to\npurchase, from time to time, all or any part of a total of\n55,000 shares of Common Stock during a period commencing on the\ndate of this Option and ending July 11, 2004, ten years after\nthe date of the Option (hereinafter called the 'Option Period'),\nupon and subject to the following terms and conditions:\n\n          1.  For any shares of Common Stock purchased at any\ntime during the Option Period, the Employee shall pay to the\nCompany Ninety Dollars and Twelve and One-half Cents ($90.125)\nper share (hereinafter called the 'Option Purchase Price'),\nbeing not less than 100% of the fair market value of the shares\non the date hereof.\n\n          2.  The Option may be exercised, subject to provisions\nherein relative to its termination and to the provisions of\nSection 3 hereof, only within the Option Period and only (a) by\nnotices in writing of intent to exercise the Option, each of\nwhich notices shall state the number of shares in respect of\nwhich the Option is exercised, delivered to the Corporate Secre\ntary of UAL Corporation, or mailed by registered or certified\nmail addressed to the Corporate Secretary of UAL Corporation,\nP. O. Box 66919, Chicago, Illinois 60666, from time to time,\nuntil said total of 55,000 shares has been purchased, and (b) by\npayment to the Company of the aggregate Option Purchase Price\nfor the number of shares in respect of which the Option is\nexercised (together with any taxes required to be withheld)\ncontemporaneously with its receipt of each such notice.  Payment\nof such aggregate Option Purchase Price may be made, in whole or\nin part, by the delivery of whole shares of Common Stock which\n(i) have a market value equal to such aggregate Option Purchase\nPrice (or equal to the portion of such aggregate Option Purchase\nPrice being paid with such shares), (ii) are held of record by\nthe Employee and (iii) have been owned by the Employee, either\nof record or beneficially through a broker or other nominee, for\nat least six months. The Company may require at the time the\nOption is exercised a written statement of the person exercising\nthe Option that his intention is to acquire the shares for\ninvestment and without a view to their distribution.\n\n          3.  The Option is subject to the following limitations\nupon its exercise:\n\n               (a) Up to 17,500 shares may be acquired\n     immediately, and the right to purchase an additional 10,000\n     shares shall accrue to the Employee on January 15, 1995.\n\n               (b) At the commencement of each of the four (4)\n     twelve (12) month periods immediately following July 11,\n     1995, the right to purchase an additional 6,875 shares\n     shall accrue to the Employee.  Each such right to purchase\n     may be exercised, in whole or in part, at any time after\n     such right accrues and within the Option Period.\n\n               (c) In addition to the rights to purchase shares\n     which accrue pursuant to the foregoing provisions of this\n     Section 3, upon cessation of employment on account of a\n     termination by the Company of the Employee's employment\n     with the Company without cause, any and all rights to\n     purchase shares that would have accrued within 12 months\n     after the date of termination shall accrue effective as of\n     the day prior to the date of cessation of employment.\n\n          4.  The Option is not transferable by the Employee,\notherwise than by will or the laws of descent and distribution,\nand may be exercised, during the lifetime of the Employee, only\nby the Employee.\n\n          5.  The Option shall terminate on the earlier to occur\nof July 11, 2004 or, if the Employee's employment (by the\nCompany or any of its Subsidiaries) shall cease under any\ncircumstances except retirement or death, six (6) months after\nsuch cessation, and may be exercised only in respect of the\nnumber of shares which the Employee could have acquired under\nthe Option by the exercise thereof immediately prior to such\ncessation of employment (treating, for this purpose, rights to\nacquire shares which vest pursuant to Section 3 above as if they\ncould have been exercised immediately prior to such cessation).\nIf cessation of employment occurs by reason of the Employee's\nearly or normal retirement under his or her employer's\nretirement plan ('Retirement'), the Option may be exercised\nwithin the fixed expiration date set forth herein, and the right\nto purchase shares under this option shall continue to accrue to\nthe Employee as provided in Section 3 above.  In the event (i)\ncessation of employment occurs by reason of death of the\nEmployee or (ii) the death of the Employee occurs within six (6)\nmonths following such cessation of employment (other than\ncessation due to Retirement), the Option may be exercised within\none year after the date of death (but not later than the fixed\nexpiration date set forth herein) by his estate or by the person\nor persons to whom his rights under the Option shall pass by\nwill or the laws of descent and distribution, but only in\nrespect of the number of shares which the Employee could have\nacquired under the Option by the exercise thereof immediately\nprior to such cessation of employment.  In the event of any\ndisagreement as to whether for the purposes of this Option an\nEmployee's employment has ceased, the Committee appointed to\nadminister the 1981 Incentive Stock Plan shall have absolute and\nuncontrolled discretion to determine whether an Employee's\nemployment has ceased, and the effective date of such cessation\nof employment, and its determination shall be final and\nconclusive on all persons affected thereby.\n\n          6.  The Company shall not be required to issue or\ndeliver any certificate for its Common Stock purchased upon the\nexercise of this Option prior to compliance by the Company with\nany requirements of any stock exchange on which Common Stock of\nthe Company may at that time be listed.  If at any time during\nthe Option Period the Company shall be advised by its counsel\nthat the shares of Common Stock deliverable upon an exercise of\nthe Option are required to be registered under the Federal\nSecurities Act of 1933, as amended, or any state securities law\nor that delivery of such Common Stock must be accompanied or\npreceded by a Prospectus meeting the requirements of such Act,\nthe Company will use its best efforts to effect such\nregistration or provide such Prospectus not later than a\nreasonable time following each exercise of this Option, but\ndelivery of Common Stock by the Company may be deferred until\nsuch registration is effected or such Prospectus is available.\nIf at any time during the Option Period the Company shall be\nadvised by its counsel that the Common Stock deliverable upon\nexercise of this Option are subject to the restrictions on sale\nimposed on 'affiliates' under Rule 144 of the Federal Securities\nAct of 1933, the Employee will use his best efforts to comply\nwith said Rule 144.  The Employee shall have no interest in\nCommon Stock covered by this Option until certificates for said\nshares of Common Stock are issued.\n\n          7.  In the event the outstanding shares of Common\nStock of the Company shall be changed into an increased number\nof shares, through a stock dividend or a split-up of shares, or\ninto a decreased number of shares, through a combination of\nshares, then immediately after the record date for such change,\nthe number of shares of Common Stock then subject to the Option\nshall be proportionately increased, in case of such stock\ndividend or split-up of shares, or proportionately decreased, in\ncase of such combination of shares, and the Option Purchase\nPrice under such Option shall be adjusted to such amount that\nthe aggregate cost of the shares subject to such Option\nimmediately after such increase or decrease in shares shall be\nthe same as the aggregate cost of the shares subject to such\nOption immediately prior to such increase or decrease in shares.\n\n          In the event that, as a result of a reorganization,\nsale, merger, consolidation or similar occurrence, there shall\nbe any other change in the shares of Common Stock of the\nCompany, or of any stock or other securities into which such\nCommon Stock shall have been changed, or for which it shall have\nbeen exchanged, then the Board of Directors of the Company shall\nmake such equitable adjustments to the Option (including, but\nnot limited to, changes in the number or kind, or the Option\nPurchase Price, of shares then subject to the Option), as it\nshall deem appropriate, and any such adjustments shall be\neffective and binding on the Employee for all purposes of the\nOption.\n\n          8.   Notwithstanding anything in this Agreement to the\ncontrary, the Employee may elect, prior to or upon the exercise\nof the Option, to satisfy any Federal, State, local, FICA,\nMedicare or other tax obligation attributable to the exercise of\nthe Option by having the Company withhold from the Common Stock\na number of whole shares of Common Stock with a fair market\nvalue equal to the amount of such tax obligations with respect\nto which such election is made (with the Employee to pay in cash\nany remaining amount of such tax withholding obligation which is\nless than the fair market value of a whole share).  The amount\nwithheld pursuant to this Section shall be calculated based upon\nsuch tax rate or rates as the Employee shall elect, provided\nhowever, that no such rate may exceed the highest applicable\nmarginal tax rate to which the Employee could be subject.\n\n          9.   This Option shall be binding upon and inure to\nthe benefit of the parties hereto and the successors and assigns\nof the Company and the heirs and personal representatives of the\nEmployee.\n\n          10.  This Option shall be governed by the laws of the\nState of Illinois applicable to agreements made and to be per\nformed entirely within such State.\n\n          11.  Except as expressly provided herein, this Option\nmay not be altered, modified, changed or discharged, except by a\nwriting signed by or on behalf of both the Company and the\nEmployee.\n\n\n          IN WITNESS WHEREOF, the Company has executed this\nOption on the day and year first above written.\n\n\n                              UAL CORPORATION\n\n\n\n\n                              By \/s\/ Gerald Greenwald\n                                 Chairman and\n                                 Chief Executive Officer\n\n\n                              ACCEPTED:\n\n\n\n                              \/s\/ Stuart I. Oran\n                              (Signature of Employee)\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-40156","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\/40156","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=40156"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40156"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40156"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40156"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}