Exhibit 10.12
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of
March 24, 1995 between United Air Lines, Inc. and UAL Corporation
(sometimes collectively referred to as "United") and JAMES M.
GUYETTE residing at 9 Polo Drive, South Barrington, Illinois
60010 (sometimes referred to as "Executive").
WHEREAS, Executive has served and is presently serving as
Executive Vice President - Marketing and Planning, as a member of
the board of directors of United, and in other various positions
in subsidiaries or affiliates of UAL Corporation or United or
other entities on their behalf (hereinafter referred to as
"Executive Positions"); and
WHEREAS, Executive is desirous of pursuing interests outside
of the airline business; and
WHEREAS, both Executive and United acknowledge and affirm
that circumstances of a qualifying termination under the 35 page
agreement between Executive and UAL Corporation dated as of July
1, 1993 (the "UAL Agreement") have not occurred or otherwise
caused to be applicable; and
WHEREAS, because of Executive's long tenure with United,
United wishes to facilitate Executive's desires as stated above
but also to retain Executive's services on the basis described
herein and to enable Executive to retire from the company upon
reaching age 55; and
WHEREAS, Executive has agreed to provide such services and
to release United from any liability arising out of his hire and
employment with United, and his resignation from his present
position;
WHEREAS, the parties are entering into this Agreement to
facilitate and in connection with Executive's retirement upon
reaching age 55 as contemplated by this Agreement; and
NOW, THEREFORE, it is agreed by and between United and
Executive as follows:
1. Resignation; Continued Employment: Executive hereby
resigns from all Executive Positions effective as of April 1,
1995. Executive will continue to be actively employed by United,
but will perform services for United by being "on call" and
subject to such assignments consistent with Executive's
experience as may be reasonably requested by United's President
and reasonably acceptable to Executive. Executive and United
hereby agree and affirm that circumstances constituting a
termination of employment under the UAL Agreement has not arisen
or are otherwise applicable and that further this Agreement shall
not constitute such circumstances.
2. Time Period of Employment: United agrees to employ
Executive and Executive agrees to be employed by United on the
basis stated in Paragraph 1 through April 30, 2000, subject to
sooner termination for any reason listed in Paragraph 4 herein.
3. Payments and Benefits: A. United will pay Executive
during the term of his employment as herein defined as follows:
(i) During the period of April 1, 1995 through June 15,
1995, inclusive, Executive will be deemed to be on vacation and
to use all vacation accrued in 1994 for use in 1995 as well as
vacation accrued in 1995 before April 1, 1995 for use in 1996,
and during such two and one-half month period Executive will
receive payments at a rate equal to his monthly rate of pay as of
January 1, 1995.
(ii) During the period of June 16, 1995 through April 30,
2000, inclusive, Executive will receive payments totaling $20,000
per month.
All payments under this Paragraph 3.A will be made on the same
schedule as actively employed officers of United, currently, the
15th and last day of each month. Any monthly amounts will be
prorated for any partial month. All payments will be subject to
withholding for taxes and other purposes as required by
applicable law. Executive will not be entitled to any increase
nor subject to any decrease in payments during Executive's
employment under this Agreement.
B. (i) By May 15, 1995, United will provide or cause to be
provided to Executive data relating to the possible alternatives
regarding Executive's participation or termination (including
termination with a lump sum payment based on estimated company
cash flows up to age 65) in the Officer's Split Dollar Life
Insurance. All such alternatives will be on a cost neutral basis
as compared with termination with a lump sum payment based on
estimated company cash flows up to age 65. By July 1, 1995
Executive will advise United of his decision as to which option
he has elected. Until July 1, 1995 or such earlier day as
Executive may elect, Executive will continue to participate in
the Officer's Split Dollar Life Insurance, at which time his
election will become effective.
(ii) Because Executive is receiving amounts at a base rate
greater than that which he had received after the commencement of
the UAL Stock Ownership Plan ("ESOP"), all parties acknowledge
and agree that, in accordance with the terms and conditions of
the ESOP, Executive is no longer eligible to participate in the
ESOP after June 15, 1995, but he will retain whatever stock or
other benefit rights he may have accrued prior to that date, all
in accordance with the ESOP's terms and conditions.
C. Except as otherwise stated in this Agreement and
notwithstanding what may be provided to other active employees of
United, Executive is entitled to only the following benefits
during the term of his employment under this Agreement:
1. Free and Reduced Rate Transportation: United shall
provide to Executive and his eligibles free and reduced
rate transportation of the type granted to actively
employed officers in accordance with company
regulations as revised from time to time. Executive's
parents will be eligible for unlimited space available
travel and subject to service charges on the same basis
as for non-officer employees.
2. United Air Lines, Inc. Retirement Income Plans:
Executive shall continue to participate in (i) the
Retirement Income Plan and (ii) The United Air Lines,
Inc. Supplemental Retirement Plan in accordance with
their terms (hereinafter collectively the "Retirement
Plans").
3. Management Medical/Dental: Executive and his eligible
dependents shall continue to be covered by the
Management Medical/Dental Plan in the same manner as
other active employees.
4. Group Life Insurance: Executive shall continue to be
covered by Group Life Insurance including Contributory
Life Insurance (if so covered), on the same basis as
other active employees, provided the appropriate
payroll deductions are authorized and in accordance
with the terms of the policies.
5. Officer's Accidental Death and Dismemberment:
Executive's Officer's Accidental Death and
Dismemberment coverage of $250,000 will continue until
the termination of this Agreement as provided in
Paragraph 4 herein.
6. Disability Income Benefits: Executive, provided he is
qualified under the terms of the Plan, and provided he
makes such payments as may be required by the Plan
Administrator, will be eligible for any disability
income benefits from company disability insurance
plans.
7. Stock Option: Executive shall continue to participate
in the UAL, Corporation 1981 Incentive Stock Plan (the
"Program"). Termination of employment pursuant to
Paragraph 4 of the Agreement will be a cessation of
employment within the meaning of the Program. Nothing
in this Agreement will increase or diminish the right
of Executive to exercise any stock option that is then
exercisable according to the terms of the Program and
the relevant option, whether before or after
termination. Notwithstanding the foregoing, the
parties hereby agree that the Stock Option Agreement
with Executive dated as of July 13, 1994 is hereby
amended such that the options awarded therein will no
longer vest equally over a four year period, but,
rather, will all vest in full on April 30, 2000 if this
Agreement does not terminate prior to that date.
8. Other Benefits: Executive will continue to be eligible
to participate in the stock purchase plan, 401(k) plan,
Flexible Spending Account, and be eligible for payroll
savings bonds on the same basis as other active
employees. Executive will also be eligible to utilize
the Credit Union subject to its rules.
9. During the calendar year 1995 only, Executive will
continue to be eligible to utilize the same financial
planning services provided to actively employed
officers of United.
D. Executive has no entitlement to any other benefits, including
but not limited to ICP awards, stock option or stock awards or
Vacation:
1. Incentive Compensation Plan: If an Incentive
Compensation Plan (ICP) award is granted for 1995
performance or thereafter, Executive will not be
eligible under the Plan for any award.
2. Vacation and Holidays: Executive agrees no paid
vacation or holiday time will be accrued or taken after
April 1, 1995.
3. Stock Grants: If stock options or restricted stock are
awarded on or after April 1, 1995, Executive will not
be entitled to any such award.
D. Executive may retain any country club memberships provided to
him by United, but on and after April 1, 1995 Executive will be
responsible, and United will not be responsible, for all
financial and other obligations associated with any and all of
those country club memberships. Executive will be entitled to
retain the company owned car provided to him by United. In
addition, United will pay off all amounts due under the lease
pertaining to the vehicle, and United will cause title in the
vehicle to be conveyed to Executive. To the extent there is any
imputed income as a result of the conveyance of title or the
liquidation of the lease or both, Executive will be deemed to
have received such imputed income, and United may make
withholdings for taxes and other purposes as required by
applicable law.
4. Termination of Employment Under Agreement:
A. Non-Election of Executive: Executive's employment and
this Agreement, excepting Paragraphs 4 and 6 through 11, shall
terminate, and Executive agrees that he will no longer have the
status of an active employee of United and will no longer be
entitled to any of the benefits of this Agreement (including the
entitlement to benefits described in Paragraph 3 herein), on the
happening of the earliest of the following events:
(i) Executive's death.
(ii) Executive's discharge for cause.
Discharge for "cause" shall mean termination upon (A) willful and
continued failure by Executive to substantially perform the
duties set forth in Paragraph 1 of this Agreement (other than any
such failure resulting from Executive's incapacity due to
physical or mental illness) after written demand for substantial
performance is delivered to you by the Board of Directors of UAL
Corporation, which demand specifically identifies the manner in
which that Board believes Executive has not substantially
performed such duties, or (B) the willful engaging by Executive
in conduct which is demonstrably and materially injurious to
United or its subsidiaries or affiliates monetarily or otherwise,
or (C) any willful breach by Executive of this Agreement, or (D)
any willful action or communication by Executive that adversely
reflects upon United or the service it provides. For purposes of
this definition, no act, or failure to act, on Executive's part
shall be deemed "willful" unless done, or omitted to be done, by
Executive not in good faith and without the reasonable belief
that such action or omission was in the best interest of United
or its subsidiaries or affiliates. Executive shall not be deemed
to have been terminated for "cause" unless and until there shall
have been delivered to Executive a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Board of Directors of UAL
Corporation at a meeting of the Board called and held for such
purpose (after reasonable notice to Executive and an opportunity
for Executive, together with counsel, to be heard before the
Board), finding that in the good faith opinion of the Board
Executive was guilty of conduct set forth in clause (A), (B),
(C), or (D), above, and specifying the particulars thereof in
detail.
B. Upon Retirement If this Agreement and Executive's
employment under it have not otherwise terminated pursuant to
Paragraph 4 as of midnight April 30, 2000, then effective as of
that time and day Executive hereby retires from United, and (i)
Executive will be entitled to the benefits of a retired United
officer, as such may be revised from time to time, and (ii) by
May 15, 2000, United will pay Executive $85,000 (less applicable
withholding) in consideration for Executive not taking a
Competitive Position (as defined below) with a Competitor (as
defined below) on or before April 30, 2000.
C. Election of Executive: If, at any time during
Executive's employment with United under this Agreement, he
elects to become employed by, a member of the board of directors
of, a consultant, or otherwise provide services of any nature (a
"Competitive Position) to a Competitor (as defined below),
directly or indirectly, prior to midnight April 30, 2000, then
this Agreement (excepting this paragraph 4 and paragraphs 6
through 11) will terminate immediately upon Executive's election,
and Executive will receive a one time lump sum payment (subject
to withholding for taxes and other purposes as required by
applicable laws) in an amount equal to the sum of the remaining
monthly payments payable under Paragraph 3.A of this Agreement
between the date of Executive's election and April 30, 2000, but
Executive will no longer be entitled to (i) receive any benefits
under paragraphs 3.B and 3.C, (ii) retire from United and receive
any resulting retirement benefits, or (iii) receive the payment
specified in paragraph 4.B(ii), above. Immediately upon such
election, Executive must so notify United in writing by
registered mail addressed to the President of United at its World
Headquarters offices.
D. For purposes of paragraphs 4.B and 4.C, a "Competitor" means
any airline or air carrier or computerized reservations system,
or any company affiliated, directly or indirectly, with another
airline or air carrier or computerized reservations system.
5. Regulations: Executive, during his employment, will be
governed by applicable United regulations.
6. Confidentiality:
A. Executive agrees to keep any proprietary or
confidential information concerning United which he has
gained through his employment confidential. Executive
agrees that money damages could not adequately compensate
United in case of a breach or threatened breach of this
promise of confidentiality and that, therefore, United would
be entitled to injunctive relief upon such breach.
Executive understands that it is United's intent to have
this promise of confidentiality enforced to its fullest
extent. Accordingly, Executive and United agree that, if
any portion of this promise of confidentiality is
unenforceable, the court should still construe and enforce
this promise of confidentiality to the fullest extent
permitted by law.
B. Executive agrees to keep the terms of this
Agreement, and of his working arrangement, as defined
herein, confidential except that the source and amount of
his income may be revealed as necessary for tax, loan
purposes and the like.
7. Assent and Release: Executive agrees that he has
entered into this Agreement on a purely voluntary basis, and
in consideration of the benefits provided to Executive
herein, Executive further agrees to release United, its
parent, and affiliated companies and their directors,
officers, agents and employees (with respect to all of the
foregoing both in their individual and representative
capacities), from and against any and all claims, lawsuits,
damages and/or liabilities whatsoever (including, but not
limited to, claims or charges of employment discrimination)
arising out of or in connection with his hire, employment
relationship, resignation of his position, or separation of
his employment relationship with United. It is agreed that
this paragraph shall survive termination of the Agreement.
Executive expressly acknowledges and agrees that, by
entering into this Agreement, Executive is waiving any and
all rights or claims that he may have arising under the Age
Discrimination in Employment Act of 1967, as amended, which
have arisen on or before the date of execution of this
Agreement. Executive further expressly acknowledges and
agrees that:
A. In return for this Agreement, Executive will
receive compensation beyond that which he was already
entitled to receive before entering into this Agreement;
B. Executive has been advised by United to consult
with an attorney before signing this Agreement;
C. Executive was given a copy of this Agreement on
March 23, 1995, and informed that Executive had twenty-one
(21) days within which to consider the Agreement; and
D. Executive was informed that Executive had seven
(7) days following the date of execution of the Agreement in
which to revoke the Agreement. After seven (7) days this
Agreement will become effective, enforceable and irrevocable
unless written revocation is received by the undersigned
from Executive on or before the close of business on the
seventh (7th) day after Executive executed this Agreement.
If Executive revokes this Agreement it shall not be
effective or enforceable and Executive will not receive the
compensation or benefits described in this Agreement.
8. Non-Assignability; Assignment in the Event of
Acquisition or Merger: This Agreement and the benefits hereunder
are not assignable or transferable by Executive; the rights and
obligations of United under this Agreement will automatically be
deemed to be assigned by United to any corporation or entity into
which United may be merged or consolidate.
9. Applicable Law: This Agreement shall be construed in
accordance with the laws of the State of Illinois, and the rights
and obligations of the parties hereunder shall be construed and
enforced in accordance with, and governed by the laws of the
State of Illinois, without regard to principles of conflict of
laws.
10. Severability: If any provision of this Agreement or
the application thereof is held invalid, the invalidity shall not
affect other provisions or applications of this Agreement which
can be given effect without the invalid provisions or application
in accordance with the essential intent and purposes of this
Agreement, and to this end the provisions of this Agreement are
declared to be severable.
11. Supersedes Prior Agreement(s): This Agreement
supersedes and voids any prior oral or written agreement relating
in any way to Executive's employment with United or UAL which may
have been entered into between the parties hereto, including,
without limitation, the UAL Agreement. Any change to this
Agreement after its effective date must be in writing and must be
executed by United, UAL, and Executive.
United, UAL, and Executive, having read and understood this
Agreement and, having consulted with others as appropriate,
hereby agree to be bound by its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of March 24, 1995 at the World Headquarters of
United Air Lines, Inc., 1200 East Algonquin Road, Elk Grove Twp.,
Illinois 60007.
UAL Corporation and
United Air Lines, Inc.
By: /s/ John A. Edwardson /s/ James M. Guyette
John A. Edwardson James M. Guyette
President
The effectiveness of this Agreement is subject to approval by the
UAL Board of Directors. /s/ JAE /s/ JMG