UAUA » Topics » General

This excerpt taken from the UAUA DEF 14A filed Apr 25, 2008.

General

              On March 20, 2008, the Board of Directors approved, subject to the approval of our stockholders, the UAL Corporation 2008 Incentive Compensation Plan (which we refer to as the 2008 Plan). Our Board of Directors has approved the 2008 Plan as a flexible incentive compensation plan that would allow us to use different forms of compensation awards to attract, retain and reward eligible participants under the 2008 Plan and strengthen the mutuality of interests between management and our stockholders. The purpose of the 2008 Plan would be to promote the interests of the Company and our stockholders by (i) attracting, retaining and rewarding exceptional officers and employees (including prospective officers and employees) and (ii) enabling such individuals to participate in our long-term growth and financial success. The 2008 Plan is intended to replace the UAL Corporation 2006 Management Equity Incentive Plan (which we refer to as the MEIP), which would be automatically terminated with respect to future grants and otherwise replaced and superseded by the 2008 Plan on the date on which the 2008 Plan is approved by our stockholders. Any awards granted under the MEIP would remain in effect pursuant to their terms.

This excerpt taken from the UAUA 8-K filed Mar 26, 2007.

I.     General

A.                                   Plan Purpose.  In connection with the reorganization under Chapter 11 of the United States Bankruptcy Code of UAL Corporation (the “Company”) and its Affiliates (collectively, “United”), United employees have agreed to salary reductions and other work rule changes designed to reduce costs and improve United’s financial position.  The purpose of this Success Sharing Program — Performance Incentive Plan (the “Plan”) is to align the behavior of United employees with the operational and financial goals of United by providing Qualified Employees with a performance incentive cash award based on financial and operational performance goals.  In addition, this Plan and the Success Sharing Program — Profit Sharing Plan is intended to serve as the ongoing, broad-based, cash performance incentive program for Management Employees.

B.                                     Collective Bargaining.  As it relates to Qualified Employees who are subject to the provisions of a collective bargaining agreement pursuant to which the Employer has agreed to provide such Qualified Employees with participation in a performance incentive plan, this Plan is maintained pursuant to such agreement.  As it relates to Qualified Employees who are in the class or craft of employees covered by a collective bargaining agreement with the Employer, the Company (i) will provide such information requested by the representative of such craft or class of employees to permit it to audit the calculation of the Company’s performance under the performance formula established under the Plan for each Performance Period, and (ii) will provide expedited arbitration under the terms of the applicable collective bargaining agreement for any dispute with the representative of such craft or class of employees relating to the determination and payment of an Incentive Award under this Plan.

C.                                     Cash Bonus Plan.  The Plan is a cash bonus performance incentive plan and is not intended to be (and will be not construed and administered as) an employee benefit plan within the meaning of ERISA.  The Plan is intended to be a discretionary cash bonus plan and payments under the Plan will not constitute a part of an employee’s regular rate of pay for any purpose, provided, however, all Incentive Awards will be paid to Qualified Employees in accordance with the terms of the Plan and the applicable collective bargaining agreements.  Except to the extent specifically provided otherwise under a particular pension, retirement, welfare, insurance, profit sharing, or other employee benefit plan or arrangement maintained or contributed to by an Employer, the payments to an employee under the Plan will be treated as “salary,” “wages,” or “cash compensation” to the employee for the purpose of computing benefits to which the employee may be entitled under any such plan or arrangement.

D.                                    International Employees.  The Company intends to extend participation in the Plan to International Employees in a manner which is most advantageous to the Employer and/or

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such International Employees and consistent with local laws and/or collective bargaining agreements, but only if and to the extent the terms of the Plan as applied to such International Employees (to the extent such terms and conditions differ from the Plan’s terms and conditions) are set forth in an Exhibit to this Plan.  The Company’s Senior Vice President — Human Resources may establish or amend the terms and conditions of participation in the Plan by International Employees as reflected in the Exhibits, including the effective date of coverage and Selected Performance Objectives and their respective threshold, target and maximum levels, and will deviate from the general terms of the Plan only as necessary or advisable to comply with local laws and applicable collective bargaining agreements.

E.                                      Effective Date.  The Plan commenced on January 1, 2004.  Except as otherwise set forth herein, the effective date of this amended and restated Plan is January 1, 2007, and it only applies to Performance Periods commencing on or after that date.

F.                                      Definitions.  Unless otherwise specified, the capitalized terms under the Plan have the meanings given below:

Affiliate.  “Affiliate” means each entity, corporate or otherwise, in which the Company, directly or indirectly, owns or controls a greater than 80% interest.

Board.  “Board” means the Board of Directors of UAL Corporation.

Collective Bargaining Employee.  “Collective Bargaining Employee” means an employee who (i) is in the class or craft of employees subject to the provisions of a collective bargaining agreement between the Company and the representative of such class or craft of employees, and (ii) is on the Employer’s United States payroll.

Code.  “Code” means the Internal Revenue Code of 1986, as amended.

Committee.  “Committee” means the Human Resources Subcommittee of the Board or such other committee appointed by the Board to exercise the powers and perform the duties assigned to the Human Resources Subcommittee under this Plan.

Company.  “Company” means UAL Corporation.

Employer.  “Employer” means the Company and each Affiliate which is identified in Appendix A as may be revised from time to time by the Company.

ERISA.  “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended, including any related regulations.

Incentive Award.  “Incentive Award” means the dollar value of the award payable to a Qualified Employee as determined under the Plan.

Incentive Opportunity.  “Incentive Opportunity” has the meaning provided in Paragraph III.B.

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Individual Performance Goal.  “Individual Performance Goal” has the meaning provided in Paragraph III.D.2.

Individual Performance Modifier.  “Individual Performance Modifier” has the meaning provided in Paragraph III.D.

International Employee.  “International Employee” means any regular full-time or regular part-time employee of an Employer, or such other employee of the Employer identified in an Exhibit to the Plan, who is not on the Employer’s United States payroll and is working regularly in a location outside of the United States.

Management Employee.  “Management Employee” means an individual (i) who is classified by the Employer as a Management Employee (on other than a temporary reclassification basis), (ii) whose employment is for an indefinite period, (iii) who is employed in an Employer established job classification not covered by a collective bargaining agreement, and (iv) who is on the Employer’s U.S. payroll.

Officer.  “Officer” means a Management Employee who is (i) an “officer” of the Company as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (“Rule 16a-1(f)”), or (ii) a designated senior officer of the subsidiaries of the Company, including any officer of United Air Lines, Inc. who is an “officer” of the Company under Rule 16a-1(f) or who reports directly to the Chairman or the CEO.

Performance Period.  “Performance Period” has the meaning provided in Paragraph II.A.1.

Plan Rules.  “Plan Rules” means rules, procedures, policies or practices established by the Company (or the Committee) with respect to the administration of the Plan, which need not be reflected in a written instrument and may be changed at any time without notice.

Plan Year.  “Plan Year” means the calendar year or, if different, the 12-month period that corresponds to the Company’s fiscal year.

Qualified Employee.  “Qualified Employee” has the meaning provided in Paragraph II.A.2.

Salaried Employee.  “Salaried Employee” means an individual (i) who is classified by the Employer as a regular full-time or regular part-time Salaried Employee (on other than a temporary reclassification basis), (ii) who is employed in an established job classification not covered by a collective bargaining agreement, and (iii) who is on the Employer’s U.S. payroll.

Selected Performance Objectives.  “Selected Performance Objectives” has the meaning provided in Paragraph III.B.1.

Wages.  “Wages” has the meaning provided in Paragraph III.C.

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These excerpts taken from the UAUA 10-K filed Mar 16, 2007.

I.     General

A.                                   Plan Purpose.  In connection with the reorganization under Chapter 11 of the United States Bankruptcy Code of UAL Corporation (the “Company”) and its Affiliates (collectively, “United”), United employees have agreed to salary reductions and other work rule changes designed to reduce costs and improve United’s financial position.  The purpose of this Success Sharing Program — Performance Incentive Plan (the “Plan”) is to align the behavior of United employees with the operational and financial goals of United by providing Qualified Employees with a performance incentive cash award based on financial and operational performance goals.  In addition, this Plan and the Success Sharing Program — Profit Sharing Plan is intended to serve as the ongoing, broad-based, cash performance incentive program for Management Employees.

B.                                     Collective Bargaining.  As it relates to Qualified Employees who are subject to the provisions of a collective bargaining agreement pursuant to which the Employer has agreed to provide such Qualified Employees with participation in a performance incentive plan, this Plan is maintained pursuant to such agreement.  As it relates to Qualified Employees who are in the class or craft of employees covered by a collective bargaining agreement with the Employer, the Company (i) will provide such information requested by the representative of such craft or class of employees to permit it to audit the calculation of the Company’s performance under the performance formula established under the Plan for each Performance Period, and (ii) will provide expedited arbitration under the terms of the applicable collective bargaining agreement for any dispute with the representative of such craft or class of employees relating to the determination and payment of an Incentive Award under this Plan.

C.                                     Cash Bonus Plan.  The Plan is a cash bonus performance incentive plan and is not intended to be (and will be not construed and administered as) an employee benefit plan within the meaning of ERISA.  The Plan is intended to be a discretionary cash bonus plan and payments under the Plan will not constitute a part of an employee’s regular rate of pay for any purpose, provided, however, all Incentive Awards will be paid to Qualified Employees in accordance with the terms of the Plan and the applicable collective bargaining agreements.  Except to the extent specifically provided otherwise under a particular pension, retirement, welfare, insurance, profit sharing, or other employee benefit plan or arrangement maintained or contributed to by an Employer, the payments to an employee under the Plan will be treated as “salary,” “wages,” or “cash compensation” to the employee for the purpose of computing benefits to which the employee may be entitled under any such plan or arrangement.

D.                                    International Employees.  The Company intends to extend participation in the Plan to International Employees in a manner which is most advantageous to the Employer and/or

1




such International Employees and consistent with local laws and/or collective bargaining agreements, but only if and to the extent the terms of the Plan as applied to such International Employees (to the extent such terms and conditions differ from the Plan’s terms and conditions) are set forth in an Exhibit to this Plan.  The Company’s Senior Vice President — Human Resources may establish or amend the terms and conditions of participation in the Plan by International Employees as reflected in the Exhibits, including the effective date of coverage and Selected Performance Objectives and their respective threshold, target and maximum levels, and will deviate from the general terms of the Plan only as necessary or advisable to comply with local laws and applicable collective bargaining agreements.

E.                                      Effective Date.  The Plan commenced on January 1, 2004.  Except as otherwise set forth herein, the effective date of this amended and restated Plan is January 1, 2007, and it only applies to Performance Periods commencing on or after that date.

F.                                      Definitions.  Unless otherwise specified, the capitalized terms under the Plan have the meanings given below:

Affiliate.  “Affiliate” means each entity, corporate or otherwise, in which the Company, directly or indirectly, owns or controls a greater than 80% interest.

Board.  “Board” means the Board of Directors of UAL Corporation.

Collective Bargaining Employee.  “Collective Bargaining Employee” means an employee who (i) is in the class or craft of employees subject to the provisions of a collective bargaining agreement between the Company and the representative of such class or craft of employees, and (ii) is on the Employer’s United States payroll.

Code.  “Code” means the Internal Revenue Code of 1986, as amended.

Committee.  “Committee” means the Human Resources Subcommittee of the Board or such other committee appointed by the Board to exercise the powers and perform the duties assigned to the Human Resources Subcommittee under this Plan.

Company.  “Company” means UAL Corporation.

Employer.  “Employer” means the Company and each Affiliate which is identified in Appendix A as may be revised from time to time by the Company.

ERISA.  “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended, including any related regulations.

Incentive Award.  “Incentive Award” means the dollar value of the award payable to a Qualified Employee as determined under the Plan.

Incentive Opportunity.  “Incentive Opportunity” has the meaning provided in Paragraph III.B.

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Individual Performance Goal.  “Individual Performance Goal” has the meaning provided in Paragraph III.D.2.

Individual Performance Modifier.  “Individual Performance Modifier” has the meaning provided in Paragraph III.D.

International Employee.  “International Employee” means any regular full-time or regular part-time employee of an Employer, or such other employee of the Employer identified in an Exhibit to the Plan, who is not on the Employer’s United States payroll and is working regularly in a location outside of the United States.

Management Employee.  “Management Employee” means an individual (i) who is classified by the Employer as a Management Employee (on other than a temporary reclassification basis), (ii) whose employment is for an indefinite period, (iii) who is employed in an Employer established job classification not covered by a collective bargaining agreement, and (iv) who is on the Employer’s U.S. payroll.

Officer.  “Officer” means a Management Employee who is (i) an “officer” of the Company as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (“Rule 16a-1(f)”), or (ii) a designated senior officer of the subsidiaries of the Company, including any officer of United Air Lines, Inc. who is an “officer” of the Company under Rule 16a-1(f) or who reports directly to the Chairman or the CEO.

Performance Period.  “Performance Period” has the meaning provided in Paragraph II.A.1.

Plan Rules.  “Plan Rules” means rules, procedures, policies or practices established by the Company (or the Committee) with respect to the administration of the Plan, which need not be reflected in a written instrument and may be changed at any time without notice.

Plan Year.  “Plan Year” means the calendar year or, if different, the 12-month period that corresponds to the Company’s fiscal year.

Qualified Employee.  “Qualified Employee” has the meaning provided in Paragraph II.A.2.

Salaried Employee.  “Salaried Employee” means an individual (i) who is classified by the Employer as a regular full-time or regular part-time Salaried Employee (on other than a temporary reclassification basis), (ii) who is employed in an established job classification not covered by a collective bargaining agreement, and (iii) who is on the Employer’s U.S. payroll.

Selected Performance Objectives.  “Selected Performance Objectives” has the meaning provided in Paragraph III.B.1.

Wages.  “Wages” has the meaning provided in Paragraph III.C.

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General.   International air transportation is subject to extensive government regulation. In connection with United’s international services, the Company is regulated by both the U.S. government and the governments of the foreign countries United serves. In addition, the availability of international routes to U.S. carriers is regulated by treaties and related aviation agreements between the U.S. and foreign governments, and in some cases, fares and schedules require the approval of the DOT and/or the relevant foreign governments.

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