Exhibit 10.18
As Amended
December 15, 1994
UAL CORPORATION
1992 STOCK PLAN
FOR OUTSIDE DIRECTORS
1. Purpose.
The purposes of the Plan are to attract and retain
outstanding individuals as outside directors of the Company, to
compensate them for their contributions to the growth and profits
of the Company and its subsidiaries and to encourage ownership by
them of shares of Common Stock of the Company.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Committee" shall mean the Compensation Committee of
the Board, selected by and serving at the pleasure of the Board.
(c) "Shares" shall mean shares of the common stock of the
Company, par value $0.01 per share.
(d) "Company" shall mean UAL Corporation.
(e) "Outside Director" shall mean a director of the Company
who, on the applicable Date of Award, is not an employee of the
Company or a subsidiary of the Company.
(f) "Date of Award" shall mean the date on which Shares are
granted to Outside Directors pursuant to Section 3(a) hereof.
(g) "Plan" shall mean the UAL Corporation 1992 Stock Plan
for Outside Directors.
(h) "Recipient" shall mean an Outside Director of the
Company to whom Shares are granted pursuant to the Plan.
3. Shares Available Under the Plan.
(a) Each Outside Director shall be granted 100 Shares on
July 1, 1992 and shall be granted 100 Shares on the first
business day of January in each subsequent year commencing with
the year 1993; provided, however, that with respect to the year
1995 only, such grant of 100 Shares shall occur on the first
business day of the month of February.
(b) An aggregate of 20,000 Shares will be available for
grant under the Plan. Such Shares, which shall be treasury
shares, shall be credited to a Share reserve. Upon the grant of
Shares hereunder, said reserve shall be reduced by the number of
Shares so granted.
(c) In the event of any stock dividend, stock split,
recapitalization, or merger, consolidation, or reorganization in
which the Company is the survivor, appropriate adjustments shall
be made in the aggregate number and kind of Shares which may be
granted under the Plan. Such adjustments shall be made by the
Committee. In determining what adjustment, if any, is
appropriate, the Committee may rely on the advice of independent
counsel and the accountants of the Company, and the determination
of the Committee shall be final. No fractional Shares of stock
shall be granted or authorized by any such adjustment.
4. Administration.
To the extent necessary, the Committee shall administer the
Plan and it shall have the power to (1) construe and interpret
the provisions of the Plan, (2) to prescribe, amend and rescind
such rules and regulations as it deems necessary for the proper
administration of the Plan, and (3) to take such action in
connection with administering the Plan as it deems necessary or
advisable. All determinations by the Committee in carrying out,
administering or construing this Plan shall be final, binding and
conclusive for all purposes and upon all persons interested
herein.
5. Limitations.
(a) Except as provided herein, no person shall at any time
have any right to receive a grant of Shares hereunder.
(b) Neither the action of the Company in establishing the
Plan, nor any action taken by it or by the Board or the Committee
under the Plan, nor any provision of the Plan, shall be construed
as giving to any person the right to be retained as a member of
the Board.
(c) Except for Shares actually delivered under the Plan,
the Plan constitutes only an unfunded, unsecured promise of the
Company to make payments or awards to Outside Directors (or other
persons) or deliver Shares in the future in accordance with the
terms of the Plan.
6. Deferral of Share Awards.
Subject to the terms and conditions of the Plan, each
Outside Director, by filing a written "Share Deferral Election"
with the Committee in accordance with uniform and
nondiscriminatory rules adopted by the Committee, may elect to
defer the receipt of all or any portion of the Shares which are
otherwise to be granted to him or her pursuant to Section 3(a)
until the Distribution Date. The "Distribution Date" shall be
the date specified by the Outside Director in his or her Share
Deferral Election or, if no such date is specified, the first
business day in January of the year following the date on which
the Outside Director ceases to be a director of the Company for
any reason. An Outside Director's Share Deferral Election shall
be effective with respect to grants otherwise to be made to him
or her pursuant to Section 3(a) after the last day of the
calendar year in which such election is filed with the Committee
(or for grants to be made in calendar year 1995, after the date
the election is filed with the Committee if it is filed with the
Committee no later than January 5, 1995); provided, however, that
by notice filed with the Committee in accordance with uniform and
nondiscriminatory rules established by it, an Outside Director
may terminate or modify any Share Deferral Election as to grants
to be made after the last day of the calendar year in which such
notice is filed with the Committee. An Outside Director may
modify the Distribution Date only by filing notice with the
Committee at least one year prior thereto; provided, however,
that the Committee may, in its sole discretion, after considering
all pertinent facts and circumstances, approve a change to the
Distribution Date which is requested by an Outside Director less
than one year prior thereto.
7. Crediting and Adjustment of Share Deferrals.
The amount of any Shares deferred by an Outside Director
pursuant to a Share Deferral Election ("Share Deferral") shall be
credited to a bookkeeping account maintained by the Company in
the name of the Outside Director (the "Share Unit Account"). An
Outside Director's Share Unit Account shall be adjusted as
follows:
(a) As of the date on which Shares would be granted to the
Outside Director pursuant to Section 3(a) but for his or her
Share Deferral Election, the Share Unit Account shall be credited
with a number of share units ("Share Units") equal to the number
of Shares that would have been granted to the Outside Director as
of such date but for his or her Share Deferral Election.
(b) As of the date on which Shares are distributed to the
Outside Director in accordance with Section 8 below, the Share
Unit Account shall be charged with an equal number of Share
Units.
(c) As of the record date for any dividend paid on Shares,
the Share Unit Account shall be credited with that number of
additional Share Units or fractions thereof which is equal to the
number obtained by multiplying the number of Share Units then
credited to the Share Unit Account by the amount of the cash
dividend or the fair market value (as determined by the Board) of
any dividend in kind payable on a Share, and dividing that
product by the then Fair Market Value (as defined below) of a
Share.
In the event of any merger, consolidation, reorganization,
recapitalization, spinoff, rights offering, stock split, reverse
stock split, exchange or other exchange or other change in the
corporate structure or capitalization of the Company affecting
the Shares, each Outside Director's Share Unit Account shall be
equitably adjusted in such manner as the Committee shall
determine in its sole judgment.
The "Fair Market Value" of a Share on any date shall be
equal to the average of the high and low prices of a Share
reported for New York Stock Exchange Composite Transactions for
the applicable date or, if there are no such reported trades for
such date, for the last previous date for which trades were
reported.
8. Payment of Share Deferrals.
Except as otherwise provided in this Section 8 or Section 9,
the balance credited to the Share Unit Account of an Outside
Director shall be payable to the Outside Director in 10 annual
installments commencing as of the Distribution Date and
continuing on each annual anniversary thereof. Notwithstanding
the foregoing, an Outside Director may elect, by filing a notice
with the Committee at least one year prior to the Distribution
Date, to change the number of payments to a single payment or to
any number of annual payments not in excess of ten. Each such
payment shall be made in whole Shares, the number of which shall
be determined by rounding to the next lower integer the product
obtained by multiplying the number of Share Units then credited
to the Outside Director's Share Unit Account by a fraction, the
numerator of which is one and the denominator of which is the
number of remaining payments to be made, including such payment.
The Fair Market Value of any fractional Share remaining after all
distributions have been made to the Outside Director pursuant to
this Section 8 shall be paid to the Outside Director in cash.
Notwithstanding the foregoing, the Committee, in its sole
discretion, may distribute all of an Outside Director's Share
Unit Account to such Outside Director (or former Outside
Director) in a lump sum as of any date or, if requested by an
Outside Director who has elected to receive a lump sum, the
Committee in its sole discretion, may distribute all of an
Outside Director's Share Unit Account to such Outside Director
(or former Outside Director) in installments satisfying the
preceding paragraph as requested by the Outside Director (or
former Outside Director).
9. Payment of Share Deferrals in the Event of Death.
If an Outside Director dies before payment of his or her
Share Unit Account commences, all amounts then credited to his or
her Share Unit Account shall be distributed to his or her
Beneficiary (as described below), as soon as practicable after
his or her death in a lump sum. If an Outside Director dies
after payment of his or her Share Unit Account has commenced but
before the entire balance of such account has been distributed,
the remaining balance thereof shall be distributed to his or her
Beneficiary, as soon as practicable after his or her death, in a
lump sum. Any such amounts shall be distributed in whole Shares
determined in accordance with Section 8, and the Fair Market
Value of any fractional Share shall be distributed in cash. For
purposes of the Plan, the Outside Director's "Beneficiary" is the
person or persons the Outside Director designates, which
designation shall be in writing, signed by the Outside Director
and filed with the Committee prior to the Outside Director's
death. A Beneficiary designation shall be effective when filed
with the Committee in accordance with the preceding sentence. If
more than one Beneficiary has been designated, the balance in the
Outside Director's Share Unit Account shall be distributed to
each such Beneficiary per capita (with cash distributed in lieu
of any fractional Share). In the absence of a Beneficiary
designation or if no Beneficiary survives the Outside Director,
the Beneficiary shall be the Outside Director's estate.
10. Amendment, Suspension or Termination of the Plan in Whole or
in Part.
(a) Except as provided in subsections (b) - (c) of this
Section 10, the Compensation Committee of the Board may amend,
suspend or terminate the Plan in whole or in part at any time.
(b) No amendment, suspension or termination shall, without
a Recipient's consent, affect adversely such Recipient's rights
with respect to Shares which have been granted to him.
(c) The provisions in the Plan shall not be amended more
than once every six months, except as permitted by Rule 16b-3 (c)
(2) (ii) (B) promulgated under the Securities Exchange Act of
1934, as amended, or any successor thereto.
11. Continuation of Benefits.
Absent express provision to the contrary, upon the
dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, the Plan shall terminate.
12. Governing Law.
This Plan, shall be governed by, and construed in accordance
with, the laws of the State of Illinois. If any provision shall
be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall
continue to be fully effective.