EXHIBIT 10.1
------------
UAL CORPORATION
---------------
2000 INCENTIVE STOCK PLAN
-------------------------
1. Purpose. The purpose of the UAL Corporation 2000
Incentive Stock Plan (the "Plan") is to attract and retain
outstanding individuals as officers and key employees of UAL
Corporation (the "Company") and its subsidiaries, to further
align participants' interests with those of the Company's
shareholders through compensation that is based on shares of
the Company's common stock, par value $.01 per share
("Common Stock") and to furnish incentives to such persons
by providing such persons opportunities to acquire shares of
Common Stock or monetary payments based on the value of such
shares or both, on advantageous terms as herein provided.
2. Administration. All benefits granted under the
Plan shall be granted by either the Compensation
Administration Committee or the Compensation Committee of
the Board of Directors of the Company (such committee, as
applicable, herein called the "Committee"). The Plan shall
be administered by the Compensation Administration Committee
for (I) all grants with respect to any "officer" as such
term is defined in Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or
(II) any other grant to covered employees for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as
amended and the regulations promulgated thereunder (the
"Code"), to the extent necessary or proper to preserve
deductibility of the compensation expense associated with
such grant under Section 162(m); and by the Compensation
Committee for all grants to participants who are not covered
employees under the Code or officers under Rule 16-1(f) of
the Exchange Act. However, a benefit granted under the Plan
shall not be ineffective solely because it is granted by the
Compensation Administration Committee or the Compensation
Committee not in accordance with the preceding sentence.
The Committee is authorized to interpret the provisions of
the Plan, to determine the terms and conditions of benefits
to be granted under the Plan and to make all other
determinations necessary or advisable for the administration
of the Plan, but only to the extent not contrary to or
inconsistent with the express provisions of the Plan.
Determinations, decisions and actions of the Committee, in
connection with the construction, interpretation,
administration, or application of the Plan will be final,
conclusive, and binding upon any participant and any person
claiming under or through the participant. No member of the
Committee will be liable for any determination, decision, or
action made in good faith with respect to the Plan or any
benefits granted under the Plan. To the extent that the
Committee determines that the restrictions imposed by the
Plan preclude the achievement of the material purposes of
the benefits in jurisdictions outside the United States, the
Committee will have the authority and discretion to modify
those restrictions as the Committee determines to be
necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of the
United States. This Plan is not intended to modify or limit
the powers, duties or responsibilities of either the Board
of Directors or the Committee as set forth under the UAL
Corporation Restated Certificate of Incorporation.
3. Participants. Participants in the Plan will
consist of such officers or other key employees of the
Company and its subsidiaries as the Committee in its sole
discretion may designate from time to time to receive
benefits hereunder. The Committee shall consider such
factors as it deems pertinent in selecting participants and
in determining the type and amount of their respective
benefits, including without limitation (i) the financial
condition of the Company; (ii) anticipated profits for the
current or future years; (iii) contributions of participants
to the profitability and development of the Company; and
(iv) other compensation provided to participants.
4. Types of Benefits. Benefits under the Plan may be
granted in any one or a combination of (a) Incentive Stock
Options, (b) Nonqualified Stock Options, and (c) Stock
Appreciation Rights, all as described below.
5. Shares Reserved under the Plan. There is hereby
reserved for issuance under the Plan the sum of: (i)
8,000,000 shares of Common Stock, which may be newly issued
or treasury shares, (ii) any shares of Common Stock
available for future awards under any prior plan of the
Company (the "Prior Plans") as of May 18, 2000; and (iii)
any shares of Common Stock that are represented by benefits
granted under the Plan or any Prior Plans which are
forfeited, expired or canceled without delivery of shares of
Common Stock or which are used to satisfy the applicable tax
withholding obligations. All of such shares described in
(i) above may, but need not be issued pursuant to the
exercise of Incentive Stock Options. If the purchase price
of any option granted under the Plan is satisfied by
tendering shares of Common Stock to the Company (either by
actual delivery or by attestation), only the number of
shares of Common Stock issued net of the shares of Common
Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Common Stock
available for delivery under the Plan. Subject to Section
15, in no event may the aggregate number of shares of Common
Stock, with respect to which options or Stock Appreciation
Rights are granted to any individual, exceed 250,000 during
any one calendar year period; provided, however, that grants
made to any new employee as a condition of employment may
not exceed two times such annual limit during the first year
of employment.
6. Incentive Stock Options. Incentive Stock Options
will consist of options to purchase shares of Common Stock
that are intended to satisfy the requirements applicable to
"incentive stock options" described in Section 422(b) of the
Code or any successor provision. The purchase price for
Incentive Stock Options will not be less than one hundred
percent (100%) of the fair market value of such shares on
the date of grant. Incentive Stock Options will be
exercisable over not more than ten (10) years after the date
of grant. The aggregate fair market value (determined on
the date of grant) of the shares of Common Stock with
respect to which Incentive Stock Options are exercisable for
the first time in any calendar year (under all option plans
of the Company and its parent and subsidiary corporations)
shall not exceed $100,000.
7. Nonqualified Stock Options. Nonqualified Stock
Options will consist of options to purchase shares of Common
Stock that are not intended to satisfy the requirements
applicable to "incentive stock options" described in Section
422(b) of the Code or any successor provision. The purchase
price for Nonqualified Stock Options will not be less than
one hundred percent (100%) of the fair market value of
shares on the date of grant. Nonqualified Stock Options
will be exercisable over not more than ten (10) years after
the date of grant.
8. Stock Appreciation Rights. The Committee may, in
its discretion, grant a Stock Appreciation Right to the
holder of any Nonqualified Stock Option granted hereunder.
In addition, a Stock Appreciation Right may be granted
independently of and without relation to any stock option.
Stock Appreciation Rights shall be subject to such terms and
conditions consistent with the Plan as the Committee shall
impose from time to time, including the following:
(a) A Stock Appreciation Right may be granted
with respect to a Nonqualified Stock Option at the
time of its grant or at any time thereafter up to
six (6) months prior to its expiration.
(b) Each Stock Appreciation Right will entitle the
holder to elect to receive in cash up to 100% of
the appreciation in fair market value of the
shares subject thereto up to the date the right is
exercised. In the case of a Stock Appreciation
Right issued in relation to a Nonqualified Stock
Option, such appreciation shall be measured from
the option price. In the case of a Stock
Appreciation Right issued independently of any
stock option, the appreciation shall be measured
from not less than the fair market value of the
Common Stock on the date the right is granted.
(c) The Committee shall have the discretion to
satisfy a participant's right to receive the
amount of cash determined under subparagraph (b)
hereof, in whole or in part, by the delivery of
shares of Common Stock valued as of the date of
the participant's election.
(d) In the event of the exercise of a Stock
Appreciation Right, the number of shares reserved
for issuance hereunder (and the shares subject to
the related option, if any) shall be reduced by
the number of shares with respect to which the
right is exercised.
9. Nontransferability. Except as otherwise provided
by the Committee, each benefit granted under this Plan shall
not be transferable other than by will or the laws of
descent and distribution, and shall be exercisable, during
the holder's lifetime, only by the holder.
10. Other Provisions. The award of any benefit under
the Plan may also be subject to other provisions (whether or
not applicable to the benefit awarded to any other
participant) as the Committee determines appropriate,
including, without limitation, provisions requiring that
grants of benefits under the Plan be evidenced by an
agreement (in writing or other form deemed appropriate by
the Committee); provisions concerning vesting; provisions
concerning exercise periods following termination of
employment; provisions for the payment of the purchase price
of shares under stock options by delivery of other shares of
the Company having a then market value equal to the purchase
price of such shares; restrictions on resale or other
disposition; such provisions as may be appropriate to comply
with federal or state securities laws and stock exchange
requirements; and understandings or conditions as to the
participant's employment in addition to those specifically
provided for under the Plan.
11. Term of Plan. Subject to the approval of the
shareholders of the Company at the Company's annual meeting
of its shareholders, the Plan shall be effective as of May
18, 2000 and shall remain in effect as long as any benefits
under it remain outstanding. No benefit shall be granted
after May 18, 2010.
12. Taxes. The Company shall be entitled to withhold
the amount of any tax attributable to any amount payable or
shares deliverable under the Plan after giving the person
entitled to receive such amount or shares notice as far in
advance as practicable, and the Company may defer making
payment or delivery if any such tax may be pending unless
and until indemnified to its satisfaction.
13. Fair Market Value. Unless otherwise determined by
the Committee, the fair market value of the Company's shares
of Common Stock as of any date shall be the mean between the
lowest and highest reported sale prices of the Common Stock
on that date on the New York Stock Exchange.
14. Limitation of Implied Rights.
(a) Neither a participant nor any other person
shall, by reason of participation in the Plan,
acquire any right in or title to any assets, funds
or property of the Company or any subsidiary
whatsoever, including, without limitation, any
specific funds, assets, or other property which
the Company or any subsidiary, in its sole
discretion, may set aside in anticipation of a
liability under the Plan. A participant shall
have only a contractual right to the shares of
Common Stock or amounts, if any, payable under the
Plan, unsecured by any assets of the Company or
any subsidiary, and nothing contained in the Plan
shall constitute a guarantee that the assets of
the Company or any subsidiary shall be sufficient
to pay any amounts to any person.
(b) The Plan does not constitute a contract of
employment, and selection as a participant will
not give any participating employee the right to
be so retained in the employ of the Company or any
subsidiary, nor any right or claim to any benefit
under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.
Except as otherwise provided in the Plan, no
benefit under the Plan shall confer upon the
holder thereof any rights as a shareholder of the
Company prior to the date on which the individual
fulfills all conditions for receipt of such
rights.
15. Adjustment Provisions. In the event of a
corporate transaction involving the Company (including,
without limitation, any Common Stock dividend, Common Stock
split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), the Committee may adjust
awards without enlargement or diminution to preserve the
benefits or potential benefits of the awards intended to be
made available under the Plan. Action by the Committee may
include: (i) adjustment of the number and kind of shares
which may be delivered under the Plan; (ii) adjustment of
the number and kind of shares subject to outstanding Awards;
(iii) adjustment of the exercise price of outstanding
options and Stock Appreciation Rights; and (iv) any other
adjustments that the Committee determines to be equitable or
appropriate.
16. Amendment and Termination of Plan. The Board may
amend the Plan from time to time or terminate the Plan at
any time, but no such action, without the participant's
consent, shall adversely affect the rights of a participant
under any option or Stock Appreciation Right granted.