{"id":40476,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-united-air-lines-inc-and-james-m-guyette.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-united-air-lines-inc-and-james-m-guyette","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-united-air-lines-inc-and-james-m-guyette.html","title":{"rendered":"Separation Agreement &#8211; United Air Lines Inc. and James M. Guyette"},"content":{"rendered":"<pre>\n                            AGREEMENT\n\nTHIS AGREEMENT (the 'Agreement') is made and entered into as of\nMarch 24, 1995 between United Air Lines, Inc. and UAL Corporation\n(sometimes collectively referred to as 'United') and JAMES M.\nGUYETTE residing at 9 Polo Drive, South Barrington, Illinois\n60010 (sometimes referred to as 'Executive').\n\n     WHEREAS, Executive has served and is presently serving as\nExecutive Vice President - Marketing and Planning, as a member of\nthe board of directors of United, and in other various positions\nin subsidiaries or affiliates of UAL Corporation or United or\nother entities on their behalf (hereinafter referred to as\n'Executive Positions'); and\n\n     WHEREAS, Executive is desirous of pursuing interests outside\nof the airline business; and\n\n     WHEREAS, both Executive and United acknowledge and affirm\nthat circumstances of a qualifying termination under the 35 page\nagreement between Executive and UAL Corporation dated as of July\n1, 1993 (the 'UAL Agreement') have not occurred or otherwise\ncaused to be applicable; and\n\n     WHEREAS, because of Executive's long tenure with United,\nUnited wishes to facilitate Executive's desires as stated above\nbut also to retain Executive's services on the basis described\nherein and to enable Executive to retire from the company upon\nreaching age 55; and\n\n     WHEREAS, Executive has agreed to provide such services and\nto release United from any liability arising out of his hire and\nemployment with United, and his resignation from his present\nposition;\n\n     WHEREAS, the parties are entering into this Agreement to\nfacilitate and in connection with Executive's retirement upon\nreaching age 55 as contemplated by this Agreement; and\n\n     NOW, THEREFORE, it is agreed by and between United and\nExecutive as follows:\n\n     1.   Resignation; Continued Employment:  Executive hereby\nresigns from all Executive Positions effective as of April 1,\n1995.  Executive will continue to be actively employed by United,\nbut will perform services for United by being 'on call' and\nsubject to such assignments consistent with Executive's\nexperience as may be reasonably requested by United's President\nand reasonably acceptable to Executive.  Executive and United\nhereby agree and affirm that circumstances constituting a\ntermination of employment under the  UAL Agreement has not arisen\nor are otherwise applicable and that further this Agreement shall\nnot constitute such circumstances.\n\n     2.   Time Period of Employment:  United agrees to employ\nExecutive and Executive agrees to be employed by United on the\nbasis stated in Paragraph 1 through April 30, 2000, subject to\nsooner termination for any reason listed in Paragraph 4 herein.\n\n     3.   Payments and Benefits:  A.  United will pay Executive\nduring the term of his employment as herein defined as follows:\n\n     (i)  During the period of April 1, 1995 through June 15,\n1995, inclusive, Executive will be deemed to be on vacation and\nto use all vacation accrued in 1994 for use in 1995 as well as\nvacation accrued in 1995 before April 1, 1995 for use in 1996,\nand during such two and one-half month period Executive will\nreceive payments at a rate equal to his monthly rate of pay as of\nJanuary 1, 1995.\n\n     (ii)  During the period of June 16, 1995 through April 30,\n2000, inclusive, Executive will receive payments totaling $20,000\nper month.\n\nAll payments under this Paragraph 3.A will be made on the same\nschedule as actively employed officers of United, currently, the\n15th and last day of each month.  Any monthly amounts will be\nprorated for any partial month.  All payments will be subject to\nwithholding for taxes and other purposes as required by\napplicable law.  Executive will not be entitled to any increase\nnor subject to any decrease in payments during Executive's\nemployment under this Agreement.\n\nB.  (i) By May 15, 1995, United will provide or cause to be\nprovided to Executive data relating to the possible alternatives\nregarding Executive's participation or termination (including\ntermination with a lump sum payment based on estimated company\ncash flows up to age 65) in the Officer's Split Dollar Life\nInsurance.  All such alternatives will be on a cost neutral basis\nas compared with termination with a lump sum payment based on\nestimated company cash flows up to age 65.  By July 1, 1995\nExecutive will advise United of his decision as to which option\nhe has elected.  Until July 1, 1995 or such earlier day as\nExecutive may elect, Executive will continue to participate in\nthe Officer's Split Dollar Life Insurance, at which time his\nelection will become effective.\n\n     (ii)  Because Executive is receiving amounts at a base rate\ngreater than that which he had received after the commencement of\nthe UAL Stock Ownership Plan ('ESOP'), all parties acknowledge\nand agree that, in accordance with the terms and conditions of\nthe ESOP, Executive is no longer eligible to participate in the\nESOP after June 15, 1995, but he will retain whatever stock or\nother benefit rights he may have accrued prior to that date, all\nin accordance with the ESOP's terms and conditions.\n\nC.  Except as otherwise stated in this Agreement and\nnotwithstanding what may be provided to other active employees of\nUnited, Executive is entitled to only the following benefits\nduring the term of his employment under this Agreement:\n     \n     1.   Free and Reduced Rate Transportation:  United shall\n          provide to Executive and his eligibles free and reduced\n          rate transportation of the type granted to actively\n          employed officers in accordance with company\n          regulations as revised from time to time.  Executive's\n          parents will be eligible for unlimited space available\n          travel and subject to service charges on the same basis\n          as for non-officer employees.\n     \n     2.   United Air Lines, Inc. Retirement Income Plans:\n          Executive shall continue to participate in (i) the\n          Retirement Income Plan and (ii) The United Air Lines,\n          Inc. Supplemental Retirement Plan in accordance with\n          their terms (hereinafter collectively the 'Retirement\n          Plans').\n     \n     3.   Management Medical\/Dental:  Executive and his eligible\n          dependents shall continue to be covered by the\n          Management Medical\/Dental Plan in the same manner as\n          other active employees.\n     \n     4.   Group Life Insurance:  Executive shall continue to be\n          covered by Group Life Insurance including Contributory\n          Life Insurance (if so covered), on the same basis as\n          other active employees, provided the appropriate\n          payroll deductions are authorized and in accordance\n          with the terms of the policies.\n     \n     5.   Officer's Accidental Death and Dismemberment:\n          Executive's Officer's Accidental Death and\n          Dismemberment coverage of $250,000 will continue until\n          the termination of this Agreement as provided in\n          Paragraph 4 herein.\n     \n     6.   Disability Income Benefits:  Executive, provided he is\n          qualified under the terms of the Plan, and provided he\n          makes such payments as may be required by the Plan\n          Administrator, will be eligible for any disability\n          income benefits from company disability insurance\n          plans.\n     \n     7.   Stock Option:  Executive shall continue to participate\n          in the UAL, Corporation 1981 Incentive Stock Plan (the\n          'Program').  Termination of employment pursuant to\n          Paragraph 4 of the Agreement will be a cessation of\n          employment within the meaning of the Program.  Nothing\n          in this Agreement will increase or diminish the right\n          of Executive to exercise any stock option that is then\n          exercisable according to the terms of the Program and\n          the relevant option, whether before or after\n          termination.  Notwithstanding the foregoing, the\n          parties hereby agree that the Stock Option Agreement\n          with Executive dated as of July 13, 1994 is hereby\n          amended such that the options awarded therein will no\n          longer vest equally over a four year period, but,\n          rather, will all vest in full on April 30, 2000 if this\n          Agreement does not terminate prior to that date.\n     \n     8.   Other Benefits:  Executive will continue to be eligible\n          to participate in the stock purchase plan, 401(k) plan,\n          Flexible Spending Account, and be eligible for payroll\n          savings bonds on the same basis as other active\n          employees.  Executive will also be eligible to utilize\n          the Credit Union subject to its rules.\n     \n     9.   During the calendar year 1995 only, Executive will\n          continue to be eligible to utilize the same financial\n          planning services provided to actively employed\n          officers of United.\n     \nD.  Executive has no entitlement to any other benefits, including\nbut not limited to ICP awards, stock option or stock awards or\nVacation:\n     \n     1.   Incentive Compensation Plan:  If an Incentive\n          Compensation Plan (ICP) award is granted for 1995\n          performance or thereafter, Executive will not be\n          eligible under the Plan for any award.\n     \n     2.   Vacation and Holidays:  Executive agrees no paid\n          vacation or holiday time will be accrued or taken after\n          April 1, 1995.\n     \n     3.   Stock Grants:  If stock options or restricted stock are\n          awarded on or after April 1, 1995, Executive will not\n          be entitled to any such award.\n     \nD.  Executive may retain any country club memberships provided to\nhim by United, but on and after April 1, 1995 Executive will be\nresponsible, and United will not be responsible, for all\nfinancial and other obligations associated with any and all of\nthose country club memberships.  Executive will be entitled to\nretain the company owned car provided to him by United.  In\naddition, United will pay off all amounts due under the lease\npertaining to the vehicle, and United will cause title in the\nvehicle to be conveyed to Executive.  To the extent there is any\nimputed income as a result of the conveyance of title or the\nliquidation of the lease or both, Executive will be deemed to\nhave received such imputed income, and United may make\nwithholdings for taxes and other purposes as required by\napplicable law.\n\n4.   Termination of Employment Under Agreement:\n\n     A.   Non-Election of Executive:  Executive's employment and\nthis Agreement, excepting Paragraphs 4 and 6 through 11, shall\nterminate, and Executive agrees that he will no longer have the\nstatus of an active employee of United and will no longer be\nentitled to any of the benefits of this Agreement (including the\nentitlement to benefits described in Paragraph 3 herein), on the\nhappening of the earliest of the following events:\n\n           (i)     Executive's death.\n           \n           (ii)    Executive's discharge for cause.\n\nDischarge for 'cause' shall mean termination upon (A) willful and\ncontinued failure by Executive to substantially perform the\nduties set forth in Paragraph 1 of this Agreement (other than any\nsuch failure resulting from Executive's incapacity due to\nphysical or mental illness) after written demand for substantial\nperformance is delivered to you by the Board of Directors of UAL\nCorporation, which demand specifically identifies the manner in\nwhich that Board believes Executive has not substantially\nperformed such duties, or (B) the willful engaging by Executive\nin conduct which is demonstrably and materially injurious to\nUnited or its subsidiaries or affiliates monetarily or otherwise,\nor (C) any willful breach by Executive of this Agreement, or (D)\nany willful action or communication by Executive that adversely\nreflects upon United or the service it provides.  For purposes of\nthis definition, no act, or failure to act, on Executive's part\nshall be deemed 'willful' unless done, or omitted to be done, by\nExecutive not in good faith and without the reasonable belief\nthat such action or omission was in the best interest of United\nor its subsidiaries or affiliates.  Executive shall not be deemed\nto have been terminated for 'cause' unless and until there shall\nhave been delivered to Executive a copy of a resolution duly\nadopted by the affirmative vote of not less than three-quarters\n(3\/4) of the entire membership of the Board of Directors of UAL\nCorporation at a meeting of the Board called and held for such\npurpose (after reasonable notice to Executive and an opportunity\nfor Executive, together with counsel, to be heard before the\nBoard), finding that in the good faith opinion of the Board\nExecutive was guilty of conduct set forth in clause (A), (B),\n(C), or (D), above, and specifying the particulars thereof in\ndetail.\n\n     B.   Upon Retirement  If this Agreement and Executive's\nemployment under it have not otherwise terminated pursuant to\nParagraph 4 as of midnight April 30, 2000, then effective as of\nthat time and day Executive hereby retires from United, and (i)\nExecutive will be entitled to the benefits of a retired United\nofficer, as such may be revised from time to time, and (ii) by\nMay 15, 2000, United will pay Executive $85,000 (less applicable\nwithholding) in consideration for Executive not taking a\nCompetitive Position (as defined below) with a Competitor (as\ndefined below) on or before April 30, 2000.\n\n     C.   Election of Executive:  If, at any time during\nExecutive's employment with United under this Agreement, he\nelects to become employed by, a member of the board of directors\nof, a consultant, or otherwise provide services of any nature (a\n'Competitive Position) to a Competitor (as defined below),\ndirectly or indirectly, prior to midnight April 30, 2000, then\nthis Agreement (excepting this paragraph 4 and paragraphs 6\nthrough 11) will terminate immediately upon Executive's election,\nand Executive 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 remaining\nmonthly payments payable under Paragraph 3.A of this Agreement\nbetween the date of Executive's election and April 30, 2000, but\nExecutive will no longer be entitled to (i) receive any benefits\nunder paragraphs 3.B and 3.C, (ii) retire from United and receive\nany resulting retirement benefits, or (iii) receive the payment\nspecified in paragraph 4.B(ii), above.  Immediately upon such\nelection, Executive must so notify United in writing by\nregistered mail addressed to the President of United at its World\nHeadquarters offices.\n     \nD.   For purposes of paragraphs 4.B and 4.C, a 'Competitor' means\nany airline or air carrier or computerized reservations system,\nor any company affiliated, directly or indirectly, with another\nairline or air carrier or computerized reservations system.\n\n     5.   Regulations:  Executive, during his employment, will be\ngoverned by applicable United regulations.\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 compensate\n     United in case of a breach or threatened breach of this\n     promise of confidentiality and that, therefore, United would\n     be entitled to injunctive relief upon such breach.\n     Executive understands that it is United's intent to have\n     this promise of confidentiality enforced to its fullest\n     extent.  Accordingly, Executive and United agree that, if\n     any portion of this promise of confidentiality is\n     unenforceable, the court should still construe and enforce\n     this promise of confidentiality to the fullest extent\n     permitted by law.\n     \n          B.  Executive agrees to keep the terms of this\n     Agreement, and of his working arrangement, as defined\n     herein, confidential except that the source and amount of\n     his income may be revealed as necessary for tax, loan\n     purposes and the like.\n\n     7.    Assent and Release:  Executive agrees that he has\n     entered into this Agreement on a purely voluntary basis, and\n     in consideration of the benefits provided to Executive\n     herein, Executive further agrees to release United, its\n     parent, and affiliated companies and their directors,\n     officers, agents and employees (with respect to all of the\n     foregoing both in their individual and representative\n     capacities), from and against any and all claims, lawsuits,\n     damages and\/or liabilities whatsoever (including, but not\n     limited to, claims or charges of employment discrimination)\n     arising out of or in connection with his hire, employment\n     relationship, resignation of his position, or separation of\n     his employment relationship with United.  It is agreed that\n     this paragraph shall survive termination of the Agreement.\n\n     Executive expressly acknowledges and agrees that, by\n     entering into this Agreement, Executive is waiving any and\n     all rights or claims that he may have arising under the Age\n     Discrimination in Employment Act of 1967, as amended, which\n     have arisen on or before the date of execution of this\n     Agreement.  Executive further expressly acknowledges and\n     agrees that:\n     \n          A.   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          B.   Executive has been advised by United to consult\n     with an attorney before signing this Agreement;\n     \n          C.   Executive was given a copy of this Agreement on\n     March 23, 1995, and informed that Executive had twenty-one\n     (21) days within which to consider the Agreement; and\n     \n          D.   Executive was informed that Executive had seven\n     (7) days following the date of execution of the Agreement in\n     which to revoke the Agreement.  After seven (7) days this\n     Agreement will become effective, enforceable and irrevocable\n     unless written revocation is received by the undersigned\n     from Executive on or before the close of business on the\n     seventh (7th) day after Executive executed this Agreement.\n     If Executive revokes this Agreement it shall not be\n     effective or 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\nAcquisition or Merger:  This Agreement and the benefits hereunder\nare not assignable or transferable by Executive; the rights and\nobligations of United under this Agreement will automatically be\ndeemed to be assigned by United to any corporation or entity into\nwhich United may be merged or consolidate.\n     \n     9.    Applicable Law:  This Agreement shall be construed in\naccordance with the laws of the State of Illinois, and the rights\nand obligations of the parties hereunder shall be construed and\nenforced in accordance with, and governed by the laws of the\nState of Illinois, without regard to principles of conflict of\nlaws.\n\n     10.   Severability:  If any provision of this Agreement or\nthe application thereof is held invalid, the invalidity shall not\naffect other provisions or applications of this Agreement which\ncan be given effect without the invalid provisions or application\nin accordance with the essential intent and purposes of this\nAgreement, and to this end the provisions of this Agreement are\ndeclared to be severable.\n\n     11.   Supersedes Prior Agreement(s):  This Agreement\nsupersedes and voids any prior oral or written agreement relating\nin any way to Executive's employment with United or UAL which may\nhave been entered into between the parties hereto, including,\nwithout limitation, the UAL Agreement.  Any change to this\nAgreement after its effective date must be in writing and must be\nexecuted by United, UAL, and Executive.\n\n     United, UAL, 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 Agreement\neffective as of March 24, 1995 at the World Headquarters of\nUnited Air Lines, Inc., 1200 East Algonquin Road, Elk Grove Twp.,\nIllinois 60007.\n\nUAL Corporation and\nUnited Air Lines, Inc.\n\nBy:  \/s\/ John A. Edwardson                   \/s\/ James M. Guyette\nJohn A. Edwardson                            James M. Guyette\nPresident\n\nThe effectiveness of this Agreement is subject to approval by the\nUAL Board of Directors.  \/s\/ JAE   \/s\/ JMG\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-40476","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\/40476","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=40476"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40476"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40476"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40476"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}