{"id":43793,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/class-i-junior-preferred-stockholders-agreement-ual-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"class-i-junior-preferred-stockholders-agreement-ual-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/class-i-junior-preferred-stockholders-agreement-ual-corp-and.html","title":{"rendered":"Class I Junior Preferred Stockholders&#8217; Agreement &#8211; UAL Corp. and the Air Line Pilots Association International"},"content":{"rendered":"<pre>\n               CLASS I JUNIOR PREFERRED STOCKHOLDERS' AGREEMENT\n\n                    This Agreement (the 'Agreement') has been made\n          and entered into as of this 12th day of July, 1994, by\n          and among UAL Corporation, a Delaware corporation (the\n          'Company'), the Air Line Pilots Association,\n          International ('ALPA'), pursuant to its authority as the\n          collective bargaining representative for the crafts or\n          class of pilots employed by United Airlines, Inc.\n          ('United'), the International Association of Machinists\n          and Aerospace Workers ('IAM'), pursuant to its authority\n          as the collective bargaining representative for the\n          crafts or classes of mechanics and related employees,\n          ramp and stores employees, food service employees,\n          dispatchers and security officers employed by United,\n          Duane D. Fitzgerald, Richard D. McCormick, John K. Van de\n          Kamp, Paul A. Volcker (each such individual, an\n          'Individual Party' and collectively, the 'Individual\n          Parties').\n\n                    WHEREAS, pursuant to the terms of and schedules\n          to the Agreement and Plan of Recapitalization, dated as\n          of March 25, 1994, by and among the Company, ALPA and the\n          IAM (as amended, the 'Recapitalization Agreement'),\n          including the terms of the restated certificate of\n          incorporation of the Company to be effective as of the\n          Effective Time (as defined in the Recapitalization\n          Agreement) (the 'Restated Certificate') and the restated\n          By-Laws of the Company to be effective as of the\n          Effective Time (the 'Restated By-Laws') (the\n          Recapitalization Agreement, the Restated Certificate and\n          the Restated By-Laws, collectively, the 'Governance\n          Documents'), the board of directors of the Company (the\n          'Board') will, until the Termination Date (as defined in\n          the Restated Certificate) consist of twelve (12)\n          directors (subject to adjustment in certain\n          circumstances), four (4) of whom are to be independent\n          directors (the 'Independent Directors') nominated and\n          elected and\/or appointed as provided herein and in the\n          Governance Documents;\n\n                    WHEREAS, the ALPA and the IAM have entered into\n          the Recapitalization Agreement based in part on the\n          composition and operation of the Board as provided for in\n          the Governance Documents and each has a substantial\n          interest in assuring that the terms thereof and of this\n          Agreement are carried out;\n\n                    WHEREAS, the Governance Documents contemplate\n          that, at the Effective Time, pursuant to the terms of a\n          subscription agreement to be entered into by and between\n          the Company and each initial Independent Director, the\n          Company shall issue to each initial Independent Director,\n          and each initial Independent Director shall be the\n          registered holder of, one share of the Class I Junior\n          Preferred Stock of the Company (the 'Class I Preferred\n          Stock'), each such share of Class I Preferred Stock\n          having the relative rights, privileges and powers as set\n          forth in the Restated Certificate (the holders of the\n          Class I Preferred Stock from time to time, including each\n          Individual Party so long as and whenever such Individual\n          Party is a holder of Class I Preferred Stock, are\n          referred to individually herein as a 'Class I Preferred\n          Stockholder' and are collectively referred to herein as\n          the 'Class I Preferred Stockholders');\n\n                    WHEREAS, the Governance Documents contemplate\n          that Class I Preferred Stock may be held only by\n          Independent Directors and that each Independent Director\n          shall be a Class I Preferred Stockholder during such time\n          as such person serves as an Independent Director; and\n\n                    WHEREAS, the parties hereto have entered into\n          this Agreement in order to effectuate the terms and\n          intent of the Governance Documents regarding the\n          Independent Directors;\n\n                    NOW, THEREFORE, in consideration of the\n          foregoing premises, the mutual covenants herein contained\n          and other good and valuable consideration the receipt of\n          which is hereby acknowledged, the parties hereto hereby\n          agree as follows:\n\n                    1.   Effective Date; Term.  This Agreement\n          shall become effective simultaneous with the Effective\n          Time and shall remain in effect in accordance with the\n          terms hereof until the earlier of (i) the tenth\n          anniversary of the Effective Time or such later date to\n          which the duration of this Agreement shall be permitted\n          under the General Corporation Law of the State of\n          Delaware (the 'GCL'), as the same may hereafter from time\n          to time be amended, it being the express intention of the\n          parties hereto that this Agreement shall remain in effect\n          (subject to clause (ii) of this Section 1) for more than\n          ten (10) years if permitted under, and for as long as\n          permitted under, the GCL, as amended from time to time,\n          and (ii) the Termination Date (as defined in the Restated\n          Certificate).\n\n                    2.   Voting for Election of Independent\n          Directors; Filling of Vacancies.  At all elections for\n          Independent Directors, whether at a meeting of\n          stockholders or pursuant to action by written consent\n          without a meeting, each Class I Preferred Stockholder\n          shall vote, or act by written consent with respect to,\n          each share of Class I Preferred Stock held by such\n          Class I Preferred Stockholder in favor of the candidates\n          for Independent Directors nominated by the Independent\n          Director Nomination Committee (as defined in the Restated\n          Certificate) pursuant to Article FIFTH, Section 4.1.6 of\n          the Restated Certificate.  In the event of a vacancy of\n          an Independent Director other than upon the scheduled\n          expiration of an Independent Director's term on the\n          Board, it is agreed that such vacancy shall be filled by\n          the Independent Director Nomination Committee in\n          accordance with Article FIFTH, Section 4.1.6 of the\n          Restated Certificate.\n\n                    3.   Grant of Proxy.  Each Class I Preferred\n          Stockholder does hereby constitute and appoint each of\n          the other parties hereto (including each of the other\n          Class I Preferred Stockholders), other than the Company,\n          as his or her proxy to vote and\/or to act by written\n          consent with respect to all of the shares of Class I\n          Preferred Stock owned by such Class I Preferred\n          Stockholder in accordance with the provisions of this\n          Agreement in the event that such Class I Preferred\n          Stockholder shall fail to do so, to the same extent and\n          with the same effect as such Class I Preferred\n          Stockholder could do so.  The proxy hereby granted by\n          each Class I Preferred Stockholder is given in\n          consideration of the proxy hereby granted by each other\n          Class I Preferred Stockholder and in consideration of the\n          other mutual covenants herein contained, and as such the\n          proxy granted hereby by each Class I Preferred\n          Stockholder is coupled with an interest and shall be\n          irrevocable for so long as such Class I Preferred\n          Stockholder remains a holder of Class I Preferred Stock.\n\n                    4.   Restrictions on Transfer of the Class I\n          Preferred Stock.  Except as provided in Section 5 hereof,\n          a Class I Preferred Stockholder may not sell, transfer,\n          pledge, assign, hypothecate or otherwise dispose of any\n          interest in (each, a 'Disposition') any share of Class I\n          Preferred Stock, including, without limitation, by\n          operation of law or otherwise.  Any purported Disposition\n          of any share of Class I Preferred Stock in violation of\n          this Section 4 shall be null and void and of no force and\n          effect as to the proposed transferee and, upon any such\n          purported Disposition, such share of Class I Preferred\n          Stock shall be automatically redeemed by the Company as\n          provided in and subject to, Article FOURTH, Part X of the\n          Restated Certificate (the 'Automatic Redemption').  The\n          certificates evidencing the shares of Class I Preferred\n          Stock shall bear a legend describing the transfer and\n          voting restrictions and Automatic Redemption set forth in\n          this Agreement, as well as any other restrictions imposed\n          by the Restated Certificate or the Restated By-Laws.\n\n                    5.   Return of the Shares of Class I Preferred\n          Stock; Resignation of Non-Nominated Independent Directors. \n          Notwithstanding anything contained in Section 4 of this\n          Agreement to the contrary, each Class I Preferred\n          Stockholder, immediately upon (i) the expiration of his or\n          her term of office as an Independent Director (unless\n          concurrently therewith such individual is re-elected for an\n          additional term as an Independent Director), (ii) his or\n          her removal as an Independent Director pursuant to Article\n          FIFTH, Section 2.8 of the Restated Certificate or pursuant\n          to the penultimate sentence of this Section 5, (iii) his or\n          her resignation as an Independent Director, (iv) his or her\n          ceasing to serve as an Independent Director for any reason\n          whatsoever, (v) his or her failure to continue to be\n          qualified and serve as an Independent Director in\n          accordance with Article FIFTH, Section 2.4 of the Restated\n          Certificate, or (vi) his or her failure to be re-nominated\n          to continue to serve as an Independent Director by the\n          Independent Director Nomination Committee at a meeting of\n          such Committee at which such re-nomination is voted upon\n          (in any such case, the 'Terminated Independent Director'),\n          shall deliver or cause to be delivered, in exchange for the\n          payment of the par value of each share so delivered, the\n          stock certificate representing such Class I Preferred\n          Stockholder's shares of Class I Preferred Stock, duly\n          endorsed for transfer, to (a) such individual's elected or\n          appointed successor as an Independent Director, upon such\n          successor executing and delivering an agreement in the form\n          of Exhibit A hereto, or (b) in the case where no such\n          successor Independent Director has been elected or\n          appointed concurrently with such individual's removal,\n          resignation, failure to remain qualified or failure to be\n          re-nominated or otherwise ceasing to serve as an\n          Independent Director, to any Independent Director then in\n          office, or if there are no Independent Directors then in\n          office, to the Corporation to be held in escrow to be\n          delivered to the successor of such Terminated Independent\n          Director when such successor (x) is duly elected or\n          appointed, as the case may be, and (y) executes and\n          delivers an agreement in the form of Exhibit A hereto.  The\n          Company shall immediately effect the Automatic Redemption\n          with respect to, or if such Automatic Redemption is not\n          applicable, the Terminated Independent Director shall sell\n          and the Company, subject to legally available funds\n          therefor, shall purchase, all shares of Class I Preferred\n          Stock of any Terminated Independent Director who fails to\n          comply with the transfer requirements of this Section 5 and\n          shall (subject to the following sentence) transfer or\n          reissue such redeemed or purchased shares to such\n          Terminated Independent Director's successor upon such\n          successor executing and delivering an agreement in the form\n          of Exhibit A annexed hereto.  If such Terminated\n          Independent Director's successor is elected or appointed\n          and executes and delivers an agreement in the form of\n          Exhibit A annexed hereto prior to such Automatic Redemption\n          or purchase, the Company shall issue to such successor one\n          share of Class I Preferred Stock upon the payment of the\n          par value thereof.  In addition, if a Class I Preferred\n          Stockholder fails to be re-nominated as an Independent\n          Director by the Independent Director Nomination Committee\n          (as described above), such individual shall immediately\n          resign from the Board and if such individual fails to so\n          immediately resign from the Board, each of the Class I\n          Preferred Stockholders (including the Class I Preferred\n          Stockholder who has failed to so immediately resign from\n          the Board) shall promptly vote (or act by written consent\n          with respect to) their shares of Class I Preferred Stock to\n          immediately remove such individual from the Board, without\n          cause.  A Terminated Independent Director who resigns from,\n          is removed from or otherwise ceases to be a member of the\n          Board and otherwise complies with the provisions of this\n          Section 5 shall no longer be deemed to be a party to this\n          Agreement.\n\n                    6.   Replacement Independent Directors. \n          Immediately upon the election or appointment (as the case\n          may be) of an individual to replace or succeed to any\n          Terminated Independent Director, such individual shall\n          execute and deliver to the Company, ALPA, the IAM and the\n          remaining parties hereto an agreement (in the form of\n          Exhibit A annexed hereto) agreeing to be bound by each of\n          the terms of this Agreement, and from and after the\n          execution and delivery of such agreement, such individual\n          shall be deemed to be a party to this Agreement.  Should\n          any individual who has been elected or appointed, as the\n          case may be, as an Independent Director fail either\n          (i) to become a Class I Preferred Stockholder or (ii) to\n          execute and deliver an agreement in the form of Exhibit A\n          annexed hereto, each of the Class I Preferred\n          Stockholders shall vote (or act by written consent with\n          respect to) their shares of Class I Preferred Stock to\n          remove such person as an Independent Director, without\n          cause.\n\n                    7.   Mandatory Extensions.  Not later than two\n          years prior to the date, if any, on which this Agreement\n          would otherwise expire pursuant to clause (i) of\n          Section 1 of this Agreement, the Company, the Class I\n          Preferred Stockholders, the ALPA and the IAM shall\n          execute and deliver to each other an extension of this\n          Agreement for a period of time equal to the longest\n          period then permitted by law, but in no event beyond the\n          Termination Date.  Should any Class I Preferred\n          Stockholder fail to execute and deliver the extension of\n          this Agreement required by this Section 7 (a 'Non-\n          Extending Independent Director'), each Class I Preferred\n          Stockholder, including each Non-Extending Independent\n          Director, shall vote (or act by written consent with\n          respect to) their shares of Class I Preferred Stock to\n          remove such Non-Extending Independent Director from the\n          Board, without cause.\n\n                    8.   Waiver of Claims.  Except as provided in\n          Section 12, each Class I Preferred Stockholder hereby\n          waives any and all claims, whether for damages or\n          otherwise, which such individual may otherwise have\n          against any person or entity in connection with such\n          person or entity performing the terms of, or otherwise\n          acting in accordance with, this Agreement.\n\n                    9.   Binding Effect.  The provisions of this\n          Agreement shall be binding upon and inure to the benefit\n          of the parties hereto and their respective successors and\n          assigns (and, in the case of a deceased Class I Preferred\n          Stockholder, such individual's estate and heirs),\n          provided that no party may assign, delegate or otherwise\n          transfer any of its rights or obligations under this\n          Agreement without the written consent of the Outside\n          Public Directors (as defined in Article FIFTH,\n          Section 2.3 of the Restated Certificate), ALPA and the\n          IAM.\n\n                    10.  Governing Law.  This Agreement shall be\n          construed in accordance with and governed by the laws of\n          the State of Delaware, without regard to the conflicts of\n          laws principles thereof.\n\n                    11.  Counterparts.  This Agreement may be\n          signed in any number of counterparts, each of which shall\n          be an original, with the same effect as if the signature\n          thereto and hereto were upon the same instrument.\n\n                    12.  Specific Performance.  The parties hereto\n          agree that if any of the provisions of this Agreement\n          were not performed in accordance with their specific\n          terms or were otherwise breached, irreparable damage\n          would occur, no adequate remedy of law would exist and\n          damages would be difficult to determine, and that the\n          parties shall be entitled to specific performance of the\n          terms hereof, in addition to any other remedy at law or\n          equity.\n\n                    13.  Amendments.  This Agreement may not be\n          amended or modified unless such amendment or modification\n          (i) is approved in writing by each of the ALPA, the IAM\n          and each then existing Class I Preferred Stockholder and\n          (ii) is consented to by the Outside Public Directors.\n\n                    14.  Entire Agreement.  This Agreement\n          constitutes the entire agreement between the parties\n          hereto with respect to the subject matter hereof and,\n          except as otherwise contemplated hereby, supersedes all\n          other prior agreements and understandings, both written\n          and oral, between the parties hereto with respect to the\n          subject matter hereof.\n\n\n                    IN WITNESS WHEREOF, the parties hereto have\n          executed this Agreement as of the date first above\n          written.\n\n                                   UAL CORPORATION\n\n                                   By:\/s\/ Joseph R. O'Gorman\n                                      ______________________________\n                                      Name:  Joseph R. O'Gorman\n                                      Title: Executive Vice President\n\n                                   AIR LINE PILOTS ASSOCIATION,\n                                     INTERNATIONAL\n\n                                   By:\/s\/ Roger D. Hall\n                                      ______________________________\n                                      Name:  Roger D. Hall\n                                      Title: Chairman, UAL-MEC\n\n                                   INTERNATIONAL ASSOCIATION OF\n                                     MACHINISTS AND AEROSPACE\n                                     WORKERS\n\n                                   By:\/s\/ Ken Thiede\n                                      ______________________________\n                                      Name:  Ken Thiede\n                                      Title: President and General Chairman\n\n                                   \/s\/ Duane D. Fitzgerald\n                                   _________________________________\n                                   Duane D. Fitzgerald\n\n                                   \/s\/ Richard D. McCormick\n                                   _________________________________\n                                   Richard D. McCormick\n\n                                   \/s\/ John K. Van de Kamp\n                                   _________________________________\n                                   John K. Van de Kamp\n\n                                   \/s\/ Paul A. Volcker\n                                   _________________________________\n                                   Paul A. Volcker\n\n\n\n                              EXHIBIT A TO THE\n                              CLASS I PREFERRED\n                           STOCKHOLDERS' AGREEMENT\n\n                  In consideration of the receipt of the one share\n        of Class I Preferred Stock of the Company and other good and\n        valuable consideration the receipt of which is hereby\n        acknowledged, the undersigned hereby agrees to be bound by\n        and perform each of the terms of the Class I Preferred\n        Stockholders' Agreement, made as of the ____ day of July,\n        1994, by and among the Company, ALPA, the IAM and certain\n        individuals who currently serve or heretofore have served as\n        Independent Directors of the Company (the 'Agreement'), as\n        if the undersigned were an original Individual Party to the\n        Agreement.  Capitalized terms not defined herein shall have\n        the meanings ascribed to them in the Agreement and Plan of\n        Recapitalization, dated as of March 25, 1994, as amended\n        from time to time, by and among the Company, ALPA and the\n        IAM.\n\n                  IN WITNESS WHEREOF, the undersigned has executed\n        this Agreement to be bound by the Class I Preferred\n        Stockholders' Agreement as of the date set forth below.\n\n        Dated:                           ___________________________\n\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":[9629,9633],"class_list":["post-43793","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ual-corp","corporate_contracts_industries-transportation__air","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43793","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=43793"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43793"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43793"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43793"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}