{"id":40351,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-deposit-agreement-ual-corp-and-stuart-i-oran.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-deposit-agreement-ual-corp-and-stuart-i-oran","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-deposit-agreement-ual-corp-and-stuart-i-oran.html","title":{"rendered":"Restricted Stock Deposit Agreement &#8211; UAL Corp. and Stuart I. Oran"},"content":{"rendered":"<pre>\n               RESTRICTED STOCK DEPOSIT AGREEMENT\n\n\n\nAGREEMENT made as of July 12, 1994 between Stuart I. Oran\n('Recipient') and UAL Corporation (the 'Company').\n\nWHEREAS, Recipient has been awarded 20,000 shares (the 'Shares')\nof UAL Corporation Common Stock, $0.01 par value per share, in\naccordance with and subject to the terms of this Agreement.\n\n\nNOW THEREFORE IT IS AGREED:\n\n          1.   Recipient will deposit a stock certificate in the\n          name of the Recipient for the Shares (the\n          'Certificate') with the Corporate Secretary of UAL\n          Corporation (the 'Escrow Agent') and duly endorse in\n          blank and transmit to the Escrow Agent the attached\n          stock power (the 'Stock Power').\n\n          2.   The Escrow Agent will hold the Certificate and\n          Stock Power and deliver certificates representing all\n          or a portion of the Shares and the Stock Power to the\n          Recipient or to the Company, as the case may be, in\n          the manner and at the times set forth herein.\n\n          3.   During the period the Certificate is held by the\n          Escrow Agent, Recipient shall (i) have such rights\n          with respect to the Shares as are specified in\n          Sections 7(a) and (b) of the UAL Corporation 1988\n          Restricted Stock Plan (the 'Restricted Stock Plan')\n          that would have been applicable to the Recipient had\n          the Shares been awarded to him under the Restricted\n          Stock Plan and (ii) not sell, assign, exchange,\n          transfer, pledge, hypothecate or otherwise dispose of\n          or encumber any of the Shares.\n\n          4.   Recipient represents that the Shares are being\n          acquired by him for investment and that he has no\n          present intention to transfer, sell or otherwise\n          dispose of the Shares, except in compliance with\n          applicable securities laws, and the parties agree that\n          the Shares are being acquired in accordance with and\n          subject to the terms, provisions and conditions of\n          this Agreement.  These agreements shall bind and inure\n          to the benefit of the parties' respective heirs, legal\n          representatives, successors and assigns.\n\n          5.   Seven thousand five hundred (7,500) of the Shares\n          will be released from escrow and from all restrictions\n          under this Agreement upon the satisfaction of all\n          applicable federal, state and local tax withholding\n          obligations arising from the otherwise unrestricted\n          grant of such Shares on the date hereof (the 'Tax-Only\n          Restricted Shares').  Two thousand five hundred\n          (2,500) of the Shares will be released from\n          restrictions under this Agreement on January 15, 1995\n          and 2,500 of the Shares will be released from\n          restrictions under this Agreement on each of the\n          first, second, third and fourth anniversary dates of\n          this Agreement, and a certificate for the so released\n          Shares will be issued to Recipient following January\n          15, 1995 or each such anniversary date, as applicable\n          (all such shares being referred to as the 'Other\n          Restricted Shares').  Notwithstanding the foregoing,\n          (i) in the event that the Recipient's employment with\n          the Company is terminated by the Company without cause\n          the Other Restricted Shares shall continue to vest for\n          a period of 12 months following such date of\n          termination, and (ii) in the event of separation or\n          termination of the Recipient's employment for any\n          other reason, including as a result of the Recipient's\n          death or disability, all unreleased, Restricted Shares\n          (but not unreleased Tax-Only Restricted Shares) shall\n          be forfeited upon such separation or termination of\n          the Recipient's employment with the Company unless the\n          Compensation Committee of the Board of Directors of\n          the Company elects to terminate the restrictions on\n          such shares.\n\n          6.   The Company shall be required to withhold the\n          amount of taxes required to satisfy any applicable\n          federal, state and local tax withholding obligations\n          arising from allocations of or the lapse of\n          restrictions on Shares.  The Company shall withhold\n          Shares for this purpose from any release of the Shares\n          otherwise distributable to the Recipient, based on the\n          fair market value of the Shares; provided, however,\n          that this Section 6 shall be inoperative if and to the\n          extent that its application would result in the\n          establishment of a 'derivative security' and a 'put\n          equivalent position' (each as defined in Rule 16a-1\n          promulgated under the Securities Exchange Act of 1934,\n          as amended (the 'Exchange Act')), in which case the\n          Company will make other appropriate arrangements with\n          the Recipient to satisfy such tax withholding\n          obligations.\n\n          7.   The Company hereby confirms that (i) in the event\n          the outstanding shares of Common Stock of the Company\n          shall be changed into an increased number of shares,\n          through a stock dividend or a split-up of shares, or\n          into a decreased number of shares, through a\n          combination of shares, then immediately after the\n          record date for such change, the number of Shares then\n          subject to this Agreement shall be proportionately\n          increased, in case of such stock dividend or split-up\n          of shares, or proportionately decreased, in case of\n          such combination of shares; and (ii) in the event\n          that, as result of a reorganization, sale, merger,\n          consolidation or similar occurrence, there shall be\n          any other change in the shares of Common Stock of the\n          Company, or of any stock or other securities into\n          which such Common Stock shall have been changed, or\n          for which it shall have been exchanged, then equitable\n          adjustments to the Shares then subject to this\n          Agreement (including, but not limited to, changes in\n          the number or kind of shares then subject to this\n          Agreement) shall be made.\n\n          8.   This Agreement shall be binding upon and inure to\n          the benefit of the parties hereto and the successors\n          and assigns of the Company and the heirs and personal\n          representatives of the Recipient.\n\n          9.   This Agreement shall be governed by the laws of\n          the State of Illinois applicable to agreements made\n          and to be performed entirely within such State.\n\n          10.  This Agreement may not be altered, modified,\n          changed or discharged, except by a writing signed by\n          or on behalf of both the Company and the Recipient.\n\nIN WITNESS WHEREOF, the parties have signed this Agreement as of\nthe date first written above.\n\n\n                                   UAL CORPORATION\n\n\n\n\/s\/ Stuart I. Oran                 By \/s\/ Francesca M. Maher\nRecipient                          Name: Francesca M. Maher\n                                   Title: Vice President-Law and\n                                   Corporate Secretary\n\n\n\nSocial Security Number\n\n\nAddress\n\n\nThe Escrow Agent hereby acknowledges receipt of the Shares re\nferred to above and agrees to hold them in accordance with the\nterms of the foregoing Deposit Agreement.\n\n\n\n                                   \/s\/ Francesca M. Maher\n                                   Secretary, UAL Corporation\n\n                           STOCK POWER\n\n\n\nFOR VALUE received Stuart I. Oran does hereby sell, assign and\ntransfer unto Francesca M. Maher, Corporate Secretary of UAL\nCorporation, as Escrow Agent, in accordance with that certain\nRestricted Stock Deposit Agreement dated as of the date hereof,\nbetween the undersigned and UAL Corporation (the 'Deposit Agree\nment'), that number of shares of UAL Corporation Common Stock\nawarded to me under Section 4(d) of that certain Employment\nAgreement, dated as of the date hereof, between the undersigned\nand UAL Corporation, that as subject to the restrictions of the\nDeposit Agreement and do hereby irrevocably constitute and ap\npoint said Escrow Agent as Attorney to transfer the said stock\non the books of UAL Corporation, with full power of substitution\nin the premises.\n\n\nDATED:  July 12, 1994\n\n\n\n                                      \/s\/ Stuart I. Oran\n                                      Stuart I. Oran\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-40351","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\/40351","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=40351"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40351"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40351"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40351"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}