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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1994 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from________________to_______________________
Commission File No. 1-6033
UAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2675207
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Location: 1200 Algonquin Road, Elk Grove Township, Illinois 60007
Mailing Address: P. O. Box 66919, Chicago, Illinois 60666
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 952-4000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock ($.01 par value) New York, Chicago
and Pacific Stock Exchanges
Preferred Stock Purchase Rights New York, Chicago
and Pacific Stock Exchanges
Depositary Shares representing New York Stock Exchange
interests in Registrant's Series B
Preferred Stock, without par value
6-3/8% Convertible Subordinated New York Stock Exchange
Debentures due 2025
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filings pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]
The number of shares of common stock outstanding as of March 1, 1995 was
12,378,232. The aggregate market value of voting stock held by non-
affiliates of the Registrant was $1,172,997,849 as of March 1, 1995.
Part III information shall be incorporated by reference from the
Registrant's definitive proxy statement for its 1995 Annual Meeting of
Shareholders or shall be added hereto by an amendment to this Form 10-K, in
either case within the time required by the instructions to Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) 3. The exhibits required by this item are listed in
"Index to Exhibits" herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
Douglas A. Hacker
Senior Vice President - Finance
May 10, 1995
INDEX TO EXHIBITS
Exhibit Number Description
3.1 Restated Certificate of Incorporation as filed
in Delaware on July 12, 1994, as corrected on
February 2, 1995 (filed as Exhibit 3.1 to
Registrant's Form S-4 Registration Statement
(Registration No. 33-57579 and incorporated
herein by reference).
3.2 By-laws, as amended on July 12, 1994 (filed as
Exhibit 3.2 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994
and incorporated herein by reference).
*4.1 Rights Agreement dated as of December 11, 1986
between Registrant and First Chicago Trust
Company of New York, as Rights Agent, as
amended.
4.2 Deposit Agreement dated as of July 12, 1994
between UAL Corporation and holders from time
to time of Depositary Receipts described herein
(filed as Exhibit 4.2 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1994 and incorporated herein by reference).
Registrant's indebtedness under any single
instrument does not exceed 10% of Registrant's
total assets on a consolidated basis. Copies
of such instruments will be furnished to the
Securities and Exchange Commission upon
request.
10.1 Amended and Restated Agreement and Plan of
Recapitalization, dated as of March 25, 1994
(the "Recapitalization Agreement"), as amended,
among UAL Corporation, the Air Line Pilots
Association, International and the
International Association of Machinists and
Aerospace Workers (filed as Exhibit A to
Exhibit 10.1 of UAL Corporation's (File No. 1-
6033) Form 8-K dated June 2, 1994 and
incorporated herein by reference; amendment
thereto filed as Exhibit 10.1 of UAL
Corporation's (File 1-6033) Form 8-K dated June
29, 1994 and incorporated herein by reference).
*10.2 Waiver and Agreement, dated as of December 23,
1994, to the Recapitalization Agreement among
UAL Corporation, the Air Line Pilots
Association, International and the
International Association of Machinists and
Aerospace Workers.
*10.3 Third Amendment, dated as of March 15, 1995, to
the Recapitalization Agreement among UAL
Corporation, the Air Line Pilots Association,
International and the International Association
of Machinists and Aerospace Workers.
10.4 UAL Corporation Employee Stock Ownership Plan,
effective as of July 12, 1994 (filed as Exhibit
10.1 to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994
and incorporated herein by reference).
10.5 UAL Corporation Employee Stock Ownership Plan
Trust Agreement between UAL Corporation and
State Street Bank and Trust Company, effective
July 12, 1994 (filed as Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994 and
incorporated herein by reference).
10.6 UAL Corporation Supplemental ESOP, effective as
of July 12, 1994 (filed as Exhibit 10.3 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994 and
incorporated herein by reference).
10.7 UAL Corporation Supplemental ESOP Trust
Agreement between UAL Corporation and State
Street Bank and Trust Company, effective July
12, 1994 (filed as Exhibit 10.4 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 and incorporated
herein by reference).
10.8 Preferred Stock Purchase Agreement, dated as of
March 25, 1994, between UAL Corporation and
State Street Bank and Trust Company (filed as
Exhibit 10.5 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September
30, 1994 and incorporated herein by reference).
10.9 Amendment No. 1 to Preferred Stock Purchase
Agreement, dated as of June 2, 1994, between
UAL Corporation and State Street Bank and Trust
Company (filed as Exhibit 10.6 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 and incorporated
herein by reference).
10.10 Class I Junior Preferred Stockholders'
Agreement dated as of June 12, 1994 (filed as
Exhibit 10.12 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September
30, 1994 and incorporated herein by reference).
10.11 Class SAM Preferred Stockholders' Agreement
dated as of July 12, 1994 (filed as Exhibit
10.13 to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994
and incorporated herein by reference).
*10.12 First Refusal Agreement dated as of July 12,
1994, as amended by First Amendment dated as of
February 24, 1995.
*10.13 UAL Corporation 1981 Incentive Stock Plan, as
amended.
*10.14 UAL Corporation 1988 Restricted Stock Plan, as
amended.
*10.15 UAL Corporation Incentive Compensation Plan, as
amended.
10.16 UAL Corporation Retirement Plan for Outside
Directors, as amended (filed as Exhibit 10.1 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994 and
incorporated herein by reference).
10.17 Description of Complimentary Travel and Cargo
Carriage Benefits for UAL Directors (filed as
Exhibit 10.1 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31,
1994 and incorporated herein by reference).
*10.18 UAL Corporation 1992 Stock Plan for Outside
Directors, as amended on December 15, 1994.
10.19 UAL Corporation 1995 Directors Plan.
10.20 Employment Agreement between UAL Corporation
and Gerald Greenwald (filed as Exhibit 10.5 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994 and
incorporated herein by reference).
10.21 Amendment No. 1 to Employment Agreement between
UAL Corporation and Gerald Greenwald
(filed as Exhibit 10.6 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by
reference).
10.22 Restricted Stock Deposit Agreement between UAL
Corporation and Gerald Greenwald (filed as
Exhibit 10.7 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).
10.23 1988 Restricted Stock Plan Deposit Agreement
between UAL Corporation and Gerald Greenwald
(filed as Exhibit 10.8 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by
reference).
10.24 Non-Qualified Stock Option Agreement between
UAL Corporation and Gerald Greenwald (filed as
Exhibit 10.9 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).
10.25 Restricted Stock Deposit Agreement between UAL
Corporation and John A. Edwardson
(filed as Exhibit 10.10 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by
reference).
10.26 Restricted Stock Deposit Agreement between UAL
Corporation and Stuart I. Oran (filed as
Exhibit 10.12 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).
10.27 Letter Agreement No. 6-1162-JCM-500 dated
December 9, 1994 to Agreement dated December
18, 1990 between The Boeing Company, as seller,
and United Air Lines, Inc., and United
Worldwide Corporation, as buyer, for the
acquisition of Boeing 777-200 aircraft (as
previously amended and supplemented, "777-200
Purchase Agreement" (filed as Exhibit 10.7 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990 and incorporated
herein by reference; supplements thereto filed
as (i) Exhibits 10.1, 10.2 and 10.22 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, (ii) Exhibit
10.2 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993, and (iii)
Exhibit 10.14 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference)).
(Exhibit 10.27 hereto is filed with a request
for confidential treatment of certain
portions.)
*10.28 Letter Agreement 6-1171-FT-831 dated February
22, 1995 to 777-200 Purchase Agreement.
(Exhibit 10.28 hereto is filed with a request
for confidential treatment of certain
portions.)
10.29 Letter Agreements dated January 31, 1995 to
Agreement dated December 18, 1990 between The
Boeing Company, as seller, and United Air
Lines, Inc., and United Worldwide Corporation,
as buyer, for the acquisition of Boeing 747-400
aircraft (as previously amended and
supplemented, "747-400 Purchase Agreement"
(filed as Exhibit 10.8 to Registrant's Annual
Report on Form 10-K for the year ended December
31, 1990, and incorporated herein by reference;
supplements thereto filed as (i) Exhibits 10.4
and 10.5 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1991, (ii)
Exhibits 10.3, 10.4, 10.5, 10.6 and 10.22 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, (iii) Exhibit
10.3 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993, and (iv)
Exhibit 10.14 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference)).
(Exhibit 10.29 hereto is filed with a request
for confidential treatment of certain
portions.)
10.30 Letter Agreement dated February 28, 1995 to 747-
400 Purchase Agreement. (Exhibit 10.30 hereto
is filed with a request for confidential
treatment of certain portions.)
*10.31 Letter Agreement dated February 10, 1995 to
A320 Purchase Agreement dated August 10, 1992
between AVSA, S.A.R.L., as seller, and United
Air Lines, Inc., as buyer, for the acquisition
of Airbus Industrie A320-200 model aircraft (as
previously amended and supplemented, "A320-200
Purchase Agreement" (filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, and incorporated
herein by reference; supplements thereto filed
as (i) Exhibits 10.4 and 10.5 to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993, and (ii) Exhibits 10.15 and
10.16 to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)). (Exhibit
10.31 hereto is filed with a request for
confidential treatment of certain portions.)
10.32 Agreement dated March 1, 1990 between The
Boeing Company and United Air Lines, Inc., as
amended and supplemented, for the acquisition
of Boeing 767-300ER aircraft (filed as Exhibit
(10)L to Registrant's Annual Report on Form
10-K for the year ended December 31, 1989, and
incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.7, 10.8, 10.9
and 10.10 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1991, (ii)
Exhibits 10.7, 10.8, 10.9, 10.10, 10.11, 10.12,
10.13 and 10.22 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1993, and (iii) Exhibit 10.14 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, and
incorporated herein by reference).
10.33 Agreement dated April 26, 1989 between The
Boeing Company and United Air Lines, Inc., as
amended and supplemented, for the acquisition
of Boeing 757-200 and 737 aircraft (filed as
Exhibit (10)K to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989,
and incorporated herein by reference;
supplements thereto filed as (i) Exhibits 10.12
and 10.13 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1991, (ii)
Exhibits 10.14, 10.15, 10.16, 10.17, 10.18,
10.19 and 10.22 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1993, and (iii) Exhibit 10.14 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, and
incorporated herein by reference).
10.34 An amended and restated agreement, dated March
19, 1992, between The Boeing Company and United
Air Lines, Inc., for the acquisition of Boeing
737 aircraft (filed as Exhibit 10.15 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, and incorporated
herein by reference; supplements thereto filed
as (i) Exhibits 10.20, 10.21 and 10.22 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and (ii)
Exhibit 10.14 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference).
10.35 Letter Agreement among the State of Indiana,
the City of Indianapolis, the Indianapolis
Airport Authority and United Air Lines, Inc.
dated as of December 1, 1994, amending the
Agreement among the State of Indiana, the City
of Indianapolis, the Indianapolis Airport
Authority and United Air Lines, Inc. dated
November 21, 1991, concerning United's aircraft
maintenance facility (filed as Exhibit 10.29 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1991, and incorporated
herein by reference; supplements thereto filed
as Exhibits 10.9 and 10.10 to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993, and incorporated herein by
reference).
10.36 United Supplemental Retirement Plan (filed as
Exhibit 10.42 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference).
*10.37 Description of Officer Benefits.
10.38 Form of Severance Agreement between UAL
Corporation and certain officers of United Air
Lines, Inc. (filed as Exhibit 10.27 to
Registrant's Form 10-Q for the quarter ended
June 30, 1993 and incorporated herein by
reference).
10.39 First Amendment to UAL Corporation Employee
Stock Ownership Plan, dated December 28, 1994
and effective as of July 12, 1994.
*11 Calculation of fully diluted net earnings
per share.
*12.1 Computation of Ratio of Earnings to Fixed
Charges.
*12.2 Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements.
*21 List of Registrant's subsidiaries.
*23.1 Consent of Independent Public Accountants.
24 Power of Attorney (included as a part of the
signature page of the Registrant's report on
Form 10-K for the year ended December 31, 1994
and incorporated herein by reference).
*27 Financial Data Schedule.
*99.1 Annual Report on Form 11-K for Employees' Stock
Purchase Plan of UAL Corporation.
Each of Exhibits 10.4 through 10.7, 10.13 through 10.26 and 10.37
through 10.39 is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to Registrant's Form
10-K, as amended by this Form 10-K/A, pursuant to Item 14(c) of
Form 10-K.
____________________________
* Previously filed.
Exhibit 10.19
UAL CORPORATION 1995 DIRECTORS PLAN
TABLE OF CONTENTS
Page No.
1. General 1
1.1 Purpose, History and Effective Date 1
1.2 Participation 1
1.3 Administration 1
1.4 Shares Subject to the Plan 2
1.5 Compliance with Applicable Laws 3
1.6 Director and Shareholder Status 3
1.7 Definition of Fair Market Value 3
1.8 Source of Payments 3
1.9 Nonassignment 3
1.10 Elections 4
2. Formula Stock Awards 4
3. Elections to Receive Stock in Lieu of
Eligible Cash Fees 4
3.1 Election to Receive Stock 4
3.2 Revocation of Election to Receive Stock 4
3.3 Equivalent Amount of Stock 5
4. Deferral Elections 5
4.1 Deferrals of Fees 5
4.2 Deferral of Stock Awards 6
4.3 Crediting and Adjustment of Deferred Amounts 7
4.4 Payment of Deferred Compensation
Account 9
4.5 Payments in the Event of Death 10
5. Amendment and Termination 11
UAL CORPORATION
1995 DIRECTORS PLAN
SECTION 1
General
1.1. Purpose, History and Effective Date. UAL Corporation
(the "Company") maintains the UAL Corporation 1992 Stock Plan for
Outside Directors (the "Prior Plan") which provides certain
benefits to non-employee directors of the Company. In order to
(i) encourage stock ownership by directors to further align their
interests with those of the stockholders of the Company, while at
the same time providing flexibility for directors who, due to
their individual circumstances, may be unable to take stock in
lieu of cash compensation, and (ii) add certain deferral features
for fees and stock awards, the Company has authorized a variety
of compensation alternatives, including those set forth in the
Prior Plan, that will be available to Outside Directors under a
new plan to be known as the UAL Corporation 1995 Directors Plan
(the "Plan"). The Plan shall be effective immediately upon
approval by the Board of Directors, except that subsections 1.4,
1.5, 1.7, 1.8 and 4.2 and Sections 2 and 3 and all references to
Stock Awards, Stock Deferrals and the Company Stock Subaccount
shall be effective on July 3, 1995, but only if the Plan is
approved by shareholders of the Company (the "Effective Date")
prior thereto. Upon the Effective Date the Prior Plan shall be
terminated (with prior stock deferrals thereunder being treated
as deferrals under subsection 4.2 of the Plan); provided,
however, that if shareholder approval is not obtained at the next
annual meeting of shareholders of the Company, subsections 1.4,
1.5, 1.7, 1.8 and 4.2 and Sections 2 and 3 and all references to
Stock Awards, Stock Deferrals and the Company Stock Subaccount
shall be deleted and the Plan shall be restated accordingly, and
the Prior Plan will continue in effect in accordance with its
terms.
1.2. Participation. Only Outside Directors shall be
eligible to participate in the Plan. As of any applicable date,
an "Outside Director" is a person who is serving as a director of
the Company who is not an employee of the Company or any
subsidiary of the Company as of that date.
1.3. Administration. The authority to manage and control
the operation and administration of the Plan shall be vested in
the Executive Committee of the Board (the "Committee"). Subject
to the limitations of the Plan, the Committee shall have the sole
and complete authority to:
(a) interpret the Plan and to adopt, amend and rescind
administrative guidelines and other rules and
regulations relating to the Plan;
(b) correct any defect or omission and to reconcile any
inconsistency in the Plan or in any payment made
hereunder; and
(c) to make all other determinations and to take all other
actions necessary or advisable for the implementation
and administration of the Plan.
The Committee's determinations on matters within its control
shall be conclusive and binding on the Company and all other
persons. Notwithstanding the foregoing, no member of the
Committee shall act with respect to the administration of the
Plan except to the extent consistent with the exempt status of
the Plan under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3").
1.4. Shares Subject to the Plan. Shares of stock which may
be distributed under the plan are shares of common stock of the
Company, par value $.01 per share ("Stock"). The shares of Stock
which shall be available for distribution pursuant to the Plan
shall be treasury shares (including, in the discretion of the
Company, shares purchased in the open market). The number of
shares of Stock to be distributed pursuant to Outside Directors'
elections to receive shares of Stock in lieu of Eligible Cash
Fees (as described in subsection 3.1) shall be determined in
accordance with Section 3. The number of shares of Stock to be
distributed pursuant to Outside Directors' Deferral Elections (as
described in Section 4) shall be determined in accordance with
Section 4. The number of shares of Stock which are available for
awards under Section 2 shall be 20,000; provided, however, that:
(a) in the event of any merger, consolidation,
reorganization, recapitalization, spinoff, stock split,
reverse stock split, rights offering, exchange or other
change in the corporate structure or capitalization of
the Company affecting the Stock, the number and kind of
shares of Stock available for awards under Section 2
and the annual awards provided thereunder shall be
equitably adjusted in such manner as the Committee
shall determine in its sole judgment;
(b) in determining what adjustment, if any, is appropriate
pursuant to paragraph (a), the Committee may rely on
the advice of such experts as they deem appropriate,
including counsel, investment bankers and the
accountants of the Company; and
(c) no fractional shares shall be granted or authorized
pursuant to any adjustment pursuant to paragraph (a),
although cash payments may be authorized in lieu of
fractional shares that may otherwise result from such
an equitable adjustment.
1.5. Compliance with Applicable Laws. Notwithstanding any
other provision of the Plan, the Company shall have no obligation
to deliver any shares of Stock under the Plan unless such
delivery would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity. Prior
to the delivery of any shares of Stock under the Plan, the
Company may require a written statement that the recipient is
acquiring the shares for investment and not for the purpose or
with the intention of distributing the shares. If the
redistribution of shares is restricted pursuant to this
subsection 1.5, the certificates representing such shares may
bear a legend referring to such restrictions.
1.6. Director and Shareholder Status. The Plan will not
give any person the right to continue as a director of the
Company, or any right or claim to any benefits under the Plan
unless such right or claim has specifically accrued under the
terms of the Plan. Participation in the Plan shall not create
any rights in a director (or any other person) as a shareholder
of the Company until shares of Stock are registered in the name
of the director (or such other person).
1.7. Definition of Fair Market Value. The "Fair Market
Value" of a share of Stock on any date shall be equal to the
average of the high and low prices of a share of Stock 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.
1.8. Source of Payments. Except for Stock actually
delivered pursuant to the Plan, the Plan constitutes only an
unfunded, unsecured promise of the Company to make payments or
awards to directors (or other persons) or deliver Stock in the
future in accordance with the terms of the Plan.
1.9. Nonassignment. Neither a director's nor any other
person's rights to payments or awards under the Plan are subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by
creditors of the director.
1.10. Elections. Any notice or document required to be filed
with the Committee under the Plan will be properly filed if
delivered or mailed by registered mail, postage prepaid, to the
Committee, in care of the Company, at the Company's principal
executive offices. The Committee may, by advance written notice
to affected persons, revise such notice procedure from time to
time. Any notice required under the Plan may be waived by the
person entitled thereto.
SECTION 2
Formula Stock Awards
As of the first business day of January each year after the
Effective Date, each Outside Director shall be awarded 100 shares
of Stock (the "Stock Award").
SECTION 3
Elections to Receive Stock in
Lieu of Eligible Cash Fees
3.1. Election to Receive Stock. Subject to the terms and
conditions of the Plan, each Outside Director may elect to forego
receipt of all or any portion of the Eligible Cash Fees (as
defined below) payable to him or her during 1995 following the
Effective Date (or payable during 1995 prior to the Effective
Date and subject to a Deferral Election made in accordance with
Section 4) and during any calendar year thereafter and instead to
receive whole shares of Stock of equivalent value to the Eligible
Cash Fees so foregone (determined in accordance with subsection
3.3). An election under this subsection 3.1 to have Eligible
Cash Fees paid in shares of Stock shall be valid only if it is in
writing, signed by the Outside Director, and filed with the
Committee in accordance with uniform and nondiscriminatory rules
adopted by the Committee but, in any event:
(a) at least six months prior to any date in 1995
following the Effective Date or subsequent years on
which such Eligible Cash Fees would otherwise be
payable; and
(b) prior to January 1, 1995 with respect to any amounts
payable during 1995 prior to the Effective Date and
deferred pursuant to a Deferral Election made in
accordance with Section 4.
For purposes of the Plan, the term "Eligible Cash Fees" means the
retainer fees, meeting fees, committee fees and committee chair
fees that would otherwise be payable to the Outside Director by
the Company in cash as established, from time to time, by the
Board or any committee thereof.
3.2. Revocation of Election to Receive Stock. Once
effective, an election pursuant to subsection 3.1 to receive
Stock shall remain in effect for successive calendar years until
it is revised or revoked. Any such revision or revocation shall
be in writing, signed by the Outside Director and filed with the
Committee and shall be effective for the calendar year next
following the date on which it is received by the Committee, or
such later date specified in such notice; provided, however, that
no revision or revocation shall be effective prior to six months
from the date it is made.
3.3. Equivalent Amount of Stock. The number of whole shares
of Stock to be distributed to any Outside Director, or credited
to his or her Deferred Compensation Account (as defined in
subsection 4.3) pursuant to a Deferral Election made in
accordance with Section 4, by reason of his or her election
pursuant to subsection 3.1 to receive Stock in lieu of Eligible
Cash Fees shall be equal to:
(a) the amount of the Eligible Cash Fees which the Outside
Director has elected to have paid to him or her in
shares of Stock or credited to his or her Company Stock
Subaccount (as defined in subsection 4.3);
DIVIDED BY
(b) the Fair Market Value of a share of Stock as of the
date on which such Eligible Cash Fees would otherwise
have been payable to the Outside Director.
The Fair Market Value of any fractional share shall be paid to
the Outside Director in cash; provided, however, that fractional
shares subject to a Deferral Election filed in accordance with
subsection 4.1 shall be deferred and credited to the Company
Stock Subaccount.
SECTION 4
Deferral Elections
4.1. Deferrals of Fees. Subject to the terms and conditions
of the Plan, each Outside Director, by filing a written "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 Eligible Cash Fees
otherwise payable to him or her for a calendar year commencing on
or after January 1, 1995 (including any Eligible Cash Fees that
he or she has elected to receive in Stock pursuant to Section 3)
until a future date (the "Distribution Date") specified by the
Outside Director in his or her Deferral Election as of which
payment of his or her Deferred Compensation Account attributable
to amounts deferred pursuant to his or her Deferral Election
shall commence in accordance with subsection 4.4; provided,
however, that in no event shall the Distribution Date elected
pursuant to this subsection 4.1 be different from the
Distribution Date, if any, elected by the Outside Director
pursuant to subsection 4.2. If no Distribution Date is specified
in an Outside Director's Deferral Election or has otherwise been
elected by the Outside Director pursuant to subsection 4.2, the
Distribution Date shall be deemed to be 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 Deferral Election shall be effective with
respect to Eligible Cash Fees (including any Eligible Cash Fees
that he or she has elected to receive in Stock pursuant to
Section 3) otherwise payable to him or her for services rendered
after the last day of the calendar year in which such election is
filed with the Committee; provided, however, that:
(a) a Deferral Election which is filed within 30 days of
the date on which a director first becomes an Outside
Director shall be effective with respect to all
Eligible Cash Fees (including any Eligible Cash Fees
that he or she has elected to receive in Stock pursuant
to Section 3) otherwise payable to him or her after the
date of the Deferral Election; and
(b) by notice filed with the Committee in accordance with
uniform and nondiscriminatory rules established by it,
a director may terminate or modify any Deferral
Election as to Eligible Cash Fees payable for services
rendered after the last day of the calendar year in
which such notice is filed with the Committee;
provided, however, that no modification may be made to
the Distribution Date unless the Outside Director shall
file such notice with the Committee at least one year
prior thereto.
Notwithstanding the provisions of paragraph (b) next above, the
Committee may, in its sole discretion, after considering all of
the pertinent facts and circumstances, approve a change to the
Distribution Date which is requested by an Outside Director less
than one year prior thereto.
4.2. Deferral of Stock Awards. Subject to the terms and
conditions of the Plan, each Outside Director, by filing a
written "Stock 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 Stock Award which is otherwise to be made to him
or her for 1996 and subsequent years until the Distribution Date;
provided, however, that if no Distribution Date has been elected
(or is deemed to have been elected) pursuant to subsection 4.1,
the "Distribution Date" shall be the date specified by the
Outside Director in his or her Stock 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 Stock Deferral Election shall be effective with
respect to Stock Awards otherwise to be made to him or her
pursuant to Section 2 after the last day of the calendar year in
which such election is filed with the Committee; 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 Stock Deferral
Election as to Stock Awards to be made after the last day of the
calendar year in which such notice is filed with the Committee.
No modification may be made to the Distribution Date unless the
Outside Director shall file such notice with the Committee at
least one year prior thereto. Notwithstanding the provisions of
this section, the Committee may, in its sole discretion, after
considering all of the pertinent facts and circumstances, approve
a change to the Distribution Date which is requested by an
Outside Director less than one year prior thereto.
4.3. Crediting and Adjustment of Deferred Amounts. The
amount of any Eligible Cash Fees (including any Eligible Cash
Fees that he or she has elected to receive in Stock pursuant to
Section 3) deferred pursuant to subsection 4.1 ("Deferred
Compensation") and the amount of any Stock Award deferred by an
Outside Director pursuant to a Stock Deferral Election ("Stock
Deferral") shall be credited to a bookkeeping account maintained
by the Company in the name of the Outside Director (the "Deferred
Compensation Account"), which account shall consist of two
subaccounts, one known as the "Cash Subaccount" and the other as
the "Company Stock Subaccount." Any Stock Deferrals and Eligible
Cash Fees that the Outside Director has elected to receive in
Stock pursuant to Section 3 and which he or she has also elected
to defer pursuant to subsection 4.1 shall be credited to his or
her Company Stock Subaccount. Any other Deferred Compensation
shall be credited to his or her Cash Subaccount. An Outside
Director's Deferred Compensation Account shall be adjusted as
follows:
(a) As of the first day of February, May, August and
November, and as of July 3, 1995 (which dates are
referred to herein as "Accounting Dates"), the Outside
Director's Cash Subaccount shall be adjusted as
follows:
(i) first, the amount of any distributions made since
the last preceding Accounting Date and
attributable to the Cash Subaccount shall be
charged to the Cash Subaccount;
(ii) next, the balance of the Cash Subaccount after
adjustment in accordance with subparagraph (i)
above shall be credited with interest for the
period since the last preceding Accounting Date
computed at the prime rate as reported by The
Wall Street Journal for the current Accounting
Date, or if such date is not a business day, for
the next preceding business day;
(iii) next, on the Accounting Date occurring on July 3,
1995, the balance in the cash Subaccount shall be
charged with a distribution equal to that portion
of the balance in the Cash Subaccount which is
attributable to Eligible Cash Fees payable prior
to the Effective Date which the Outside Director
has elected to receive in Stock pursuant to
Section 3 and which were credited to the Cash
Subaccount pursuant to the Outside Director's
Deferral Election (as adjusted in accordance with
the terms of the Plan through July 3, 1995); and
(iv) finally, after adjustment in accordance with the
foregoing provisions of this paragraph (a), the
Cash Subaccount shall be credited with the
portion of the Deferred Compensation otherwise
payable to the Outside Director since the last
preceding Accounting Date or, in the case of the
Accounting Date occurring on February 1, 1995,
subsequent to January 1, 1995, which is to be
credited to the Cash Subaccount.
(b) The Outside Director's Company Stock Subaccount shall
be adjusted as follows:
(i) as of the Effective Date, the Company Stock
Subaccount shall be credited with that number of
stock units ("Stock Units") which is equal to the
amount charged to the Cash Subaccount as of that
date pursuant to subparagraph (a) (iii) next
above, divided by the Fair Market Value of a
share of Stock as of the Effective Date;
(ii) as of any date on or after the Effective Date on
which Eligible Cash Fees would have been payable
to the Outside Director in Stock but for his or
her Deferral Election, the Company Stock
Subaccount shall be credited with a number of
Stock Units equal to the number of shares of
Stock (including any fractional shares) to which
he or she would have been entitled pursuant to
Section 3;
(iii) as of the date on which a Stock Award would be
made to the Outside Director pursuant to Section
2 but for his or her Stock Deferral Election, the
Company Stock Subaccount shall be credited with a
number of Stock Units equal to the number of
shares of Stock that would have been awarded to
the Outside Director as of such date but for his
or her Stock Deferral Election;
(iv) as of the date on which shares of Stock are
distributed to the Outside Director in accordance
with subsection 4.4 below, the Company Stock
Subaccount shall be charged with an equal number
of Stock Units; and
(v) as of the record date for any dividend paid on
Stock, the Company Stock Subaccount shall be
credited with that number of additional Stock
Units which is equal to the number obtained by
multiplying the number of Stock Units then
credited to the Company Stock Subaccount by the
amount of the cash dividend or the fair market
value (as determined by the Board of Directors)
of any dividend in kind payable on a share of
Stock, and dividing that product by the then Fair
Market Value of a share of Stock.
In the event of any merger, consolidation, reorganization, reca
pitalization, spinoff, stock split, reverse stock split, rights
offering, exchange or other change in the corporate structure or
capitalization of the Company affecting the Stock, each Outside
Director's Company Stock Subaccount shall be equitably adjusted
in such manner as the Committee shall determine in its sole
judgment.
4.4. Payment of Deferred Compensation Account. Except as
otherwise provided in this subsection 4.4 or subsection 4.5, the
balances credited to the Cash Subaccount and Company Stock
Subaccount of an Outside Director's Deferred Compensation Account
shall each 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 include a cash portion, if applicable, and a Stock
portion, if applicable, as follows:
(a) The cash portion to be paid as of the Distribution Date
or any anniversary thereof and charged to the Cash
Subaccount shall be equal to the balance of the Cash
Subaccount multiplied 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.
(b) The Stock portion to be paid as of the Distribution
Date or any anniversary thereof and charged to the
Company Stock Subaccount shall be distributed in whole
shares of Stock, the number of shares of which shall be
determined by rounding to the next lower integer the
product obtained by multiplying the number of Stock
Units then credited to the Outside Director's Company
Stock Subaccount 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 of Stock
remaining after all Stock distributions have been made
to the Outside Director pursuant to this paragraph (b)
shall be paid to the Outside Director in cash.
Notwithstanding the foregoing, the Committee, in its sole
discretion, may distribute all balances in any Deferred
Compensation Account to an Outside Director (or former Outside
Director) in a lump sum as of any date. 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 balances in any Deferred Compensation Account to
an Outside Director (or former Outside Director) in installments
satisfying this Section 4.4 as requested by the Outside Director
(or former Outside Director).
4.5. Payments in the Event of Death. If an Outside Director
dies before payment of his or her Deferred Compensation Account
commences, all amounts then credited to his or her Deferred
Compensation 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 Deferred Compensation 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 amounts in the Cash Subaccount
shall be distributed in cash and any amounts in the Stock
Subaccount shall be distributed in whole shares of Stock
determined in accordance with paragraph 4.4(b), and the Fair
Market Value of any fractional share of Stock 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 Deferred
Compensation Account shall be distributed to each such
Beneficiary per capita (with cash distributed in lieu of any
fractional share of Stock). In the absence of a Beneficiary
designation or if no Beneficiary survives the Outside Director,
the Beneficiary shall be the Outside Director's estate.
SECTION 5
Amendment and Termination
While the Company expects and intends to continue the Plan,
the Board of Directors of the Company reserves the right to, at
any time and in any way, amend, suspend or terminate the Plan;
provided, however, that no amendment, suspension or termination
shall:
(a) be made without shareholder approval to the extent such
approval is required by law, agreement or the rules of
any exchange or automated quotation system upon which
the Stock is listed or quoted;
(b) except as provided in subsection 4.4 (relating to lump
sum payments of amounts held in an Outside Director's
Deferred Compensation Account) or this Section 5,
materially alter or impair the rights of an Outside
Director under the Plan without the consent of the
Outside Director with respect to rights already accrued
hereunder;
(c) amend the provisions of Section 2 or 3 more frequently
than once in any six-month period except to comport
with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder; or
(d) make any change that would disqualify the Plan or any
other plan of the Company intended to be so qualified
from the exemption provided by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.
Exhibit 10.27
6-1162-JCM-500
United Air Lines, Inc.
Executive Offices
P. O. Box 66100
Chicago, IL 60666-0100
Subject: Letter Agreement No. 6-1162-JCM-500 to
Purchase Agreement No. 1663 -
Buyer Participation in Model 777/PW4077
1000 Cycle Flight Validation Program
Gentlemen:
Reference is made to Purchase Agreement No. 1663 dated
as of December 18, 1990 (the Purchase Agreement)
between The Boeing Company (Boeing) and United Air
Lines, Inc. (Buyer) relating to the sale by Boeing and
the purchase by Buyer of thirty-four (34) Model 777-222
aircraft (hereinafter referred to generally as the
Aircraft).
Reference is also made to Letter Agreement 6-1162-DLJ-
935 to Purchase Agreement No. 1663 (entitled "Early
Approval of One Hundred Eighty (180) Minutes Extended
Range Operations with Two-Engine Aircraft").
This Letter Agreement will become part of the Purchase
Agreement and will evidence our further agreement with
respect to the matters set forth below.
All terms used herein and in the Purchase Agreement,
and not defined herein, shall have the same meanings as
in the Purchase Agreement.
1. Early ETOPS Approval Plan and Memo of
Understanding
1.1 Early-ETOPS Approval Plan
In order to support Buyer's Early-ETOPS Operational
Approval Program for 180-minute ETOPS with the
Aircraft, Boeing and Buyer have jointly developed the
United Airlines 777-222 Early-ETOPS Operational
Approval Program (Document D044W002-2, Volume 2, the
"Plan") that includes operations and activities
necessary for Buyer to obtain Operator Approval from
the Federal Aviation Administration to conduct Extended
Range Operations (as such terms are defined in Letter
Agreement No. 6-1162-DLJ-935). For avoidance of doubt,
the November 30, 1993 revision of the Plan has been
approved by the Federal Aviation Administration and is
the baseline for this agreement.
1.2 Memorandum of Understanding
The Memorandum of Understanding (the "MOU") dated
February 14, 1991, Attachment A hereto, describes how
Boeing and Buyer intend to work together, and outlines
the cooperation between Buyer, Boeing, Pratt & Whitney
and Garrett Auxiliary Power Division (Garrett),
required to support the design objective and to support
Buyer's application for Operator Approval to conduct
Extended Range Operations with the Aircraft.
1.3 Precedence of Purchase Agreement
Nothing in the MOU or the Plan shall be deemed to amend
or otherwise modify the provisions of the Purchase
Agreement, except as specifically provided in this
Letter Agreement.
1.4 Non-Exclusivity of MOU and the Plan
Neither, the MOU, nor the Plan, nor this Letter
Agreement, are intended to prevent other airlines from
participating in similar activities to support their
efforts to obtain Early-ETOPS approval.
2. 1000 Cycle Flight Validation Program
2.1 The 1000-CVP is designed to expose the
Model 777 and its systems to environmental conditions
and in-flight variables that are likely to occur in the
first one to two years of airline operations. The 1000-
CVP is also designed to accomplish those tasks
necessary to support Boeing's application to the
Federal Aviation Administration for One-Hundred-Eighty
(180) Minute ETOPS Type Design Approval (the "TDA").
During the latter part of the 1000-CVP, Buyer may
participate in the maintenance, operation and servicing
of the airplane, as contemplated in the MOU; regulatory
authority representatives may also participate in
the 1000-CVP.
Buyer's participation in the 1000-CVP is described in
Part 5 of the Plan and has been entitled by Buyer as
Early ETOPS Validation and Integration Program (the
"EEVIP"). Part 5 of the Plan is attached hereto as
Attachment B.
The Plan contemplates 1000-CVP Type operations on
Buyer's route network during Buyer's participation in
the 1000-CVP; the presently contemplated schedule of
such operations consists of a minimum of ninety (90)
flight sectors to be operated from April 3, 1995
through May 2, 1995. These ninety (90) flight sectors
will be preceded by approximately eight-hundred-ten
(810) flight sectors conducted primarily by Boeing, and
succeeded by the balance of the one-thousand (1000)
cycles, approximately one-hundred (100) flight sectors,
again conducted primarily by Boeing.
The route network for the EEVIP is currently
contemplated to be limited to Dulles (IAD), Denver
(DIA), Los Angeles (LAX), Miami (MIA), and Honolulu
(HNL). The EEVIP schedule is set forth in Section 5.3
of Part 5 of the November 30th, 1993 revision of the
Plan and is attached hereto as Attachment C (the
"Schedule").
2.1.1 Buyer agrees that it will exert its
best reasonable efforts during the EEVIP to accomplish
the primary objective of the Plan, TDA. At a minimum,
Buyer agrees to accomplish the following conditions, to
the exclusion of other objectives, unless such
conditions are otherwise modified by Boeing:
(a) All flight cycles shall include a
minimum of ten minutes at cruise; and
(b) Ninety or more of the flight cycles
shall include cruise segments of two or
more hours; and
(c) Nine or more of such ninety or more
flight cycles shall include cruise
segments of nine or more hours; and
(d) The target altitudes of the EEVIP
flight cycles shall be greater than
35,000 feet in order to satisfy TDA
requirements; and
(e) All flight cycles must include a
complete shutdown of both engines for a
minimum of five minutes prior to
initiation of the next flight cycle;
and
(f) All other requirements contemplated in
the Plan appropriate for completion
during the EEVIP.
2.2 Certain terms and conditions related to
Buyer's participation in the 1000-CVP which have been
negotiated between Buyer and Boeing are documented in
this Letter Agreement, as contemplated on page 3 in
Letter Agreement 6-1162-DLJ-935.
2.3 Ownership and Control of 1000-CVP Aircraft
2.3.1 Operation of the 1000-CVP Aircraft
During the 1000-CVP, including during the EEVIP, the
ownership and control of the Aircraft used in the 1000-
CVP (the "1000-CVP Aircraft") at all times will remain
with Boeing. During all 1000-CVP flights the final
authority and responsibility for the 1000-CVP Aircraft
at all times will remain with the Boeing pilot who will
occupy one of the two pilots' seats; during Buyer's
1000-CVP participation the second seat may be occupied
by a Buyer pilot or, when required, by a regulatory
authority pilot/observer. Regulatory authority pilots
and observers will have priority over Buyer's pilots
and/or Buyer's observers. No revenue passengers or
cargo will be carried on the 1000-CVP Aircraft, and
Boeing may, to the extent that it reasonably deems
necessary, limit or control (i) access to the 1000-CVP
Aircraft on the ground and (ii) the carriage of
participants, passengers or cargo on 1000-CVP Aircraft
flights; for avoidance of doubt, Boeing and Buyer
contemplate that only personnel engaged in performing
the 1000-CVP will normally be carried on 1000-CVP
Aircraft flights.
2.3.1.1 During the non-EEVIP portion
of the 1000-CVP, flight operations will be conducted in
accordance with Boeing's procedures. Buyer's
documentation (MMEL, DDG, Flight Manual, etc.) may be
used during this portion, but Boeing's procedures will
be utilized for the non-EEVIP portion of the 1000-CVP
Aircraft release and operation.
2.3.1.2 Flight operations during the
EEVIP will be conducted in accordance with Buyer's
procedures. Should the Boeing Pilot-in-Command request
a deviation from Buyer's flight operation procedures,
such request will be honored.
2.3.1.3 Buyer's Participation During The 1000-CVP
Buyer's participation during the EEVIP portion of the
1000-CVP, subject to the conditions stated in the
previous paragraph, will be fully accommodated. Boeing
recognizes that Buyer wishes to conduct certain
evaluations during the non-EEVIP portion of the 1000-
CVP and that access to the 1000-CVP Aircraft is
essential for those evaluations. Boeing agrees that
Buyer may participate in the non-EEVIP portion of the
1000-CVP, subject to the following conditions:
(i) Buyer will submit to Boeing a
list of personnel, each identified for a specific
evaluation. Participation on any particular flight
will be limited to those personnel identified as linked
to an evaluation scheduled to be conducted on that
flight.
(ii) The personnel identified in
(i) above will be required to attend a one-time class
conducted by Boeing Flight test familiarizing the
personnel with Boeing Flight Procedures, Test Conduct
and Protocol.
(iii) Buyer's personnel will be
expected to rigorously adhere to the procedures
identified in (ii) above. All actions by Buyer's
personnel on board the 1000-CVP Aircraft must be
coordinated with the Boeing Test Director prior to the
Test Flight, and be part of an approved Test Plan.
(iv) All evaluations contemplated
by Buyer during the non-EEVIP portion of the 1000-CVP
will be on a non-interference basis; in the case of any
conflict between Buyer's evaluation and the objectives
of the 1000-CVP, the 1000-CVP objectives will have
precedence.
2.3.1.4 Participation Limited to Essential Personnel
The 1000-CVP Aircraft will be operated under an FAA
Experimental Category Airworthiness Certificate. FAA
Order 8130.2, Paragraph 139 b (13) states that "No
person may be carried in this aircraft during flight
unless that person is required for that flight."
Specific purposes mentioned in the order include:
Research and Development, Showing Compliance With
Reulations, and Crew Training.
Buyer agrees that all of Buyer's personnel will meet
the requirements as stated above. This condition
applies to the entire 1000-CVP, including the EEVIP.
The final determination of whether an individual meets
the criteria of "Essential Personnel", as defined
above, will be left to the discretion of the Pilot-in-
Command.
2.3.2 Maintenance of the 1000-CVP Aircraft
2.3.2.1 Responsibility
It is contemplated in the Plan that Buyer's maintenance
crews will observe during the non-EEVIP portion of the
1000-CVP and will conduct all maintenance during the
EEVIP. It is anticipated that, during the EEVIP,
Buyer's mechanics will primarily utilize Buyer's
Maintenance Manuals and other documents. When Buyer's
maintenance crews participate in the 1000-CVP, they
shall work in conjunction with, and under the
supervision of, Boeing crews.
2.3.2.2 Tooling and Maintenance Procedures Checkout
Boeing intends to perform validation checks of various
items of Ground Support Equipment ("GSE") tools and
maintenance procedures. Buyer's mechanics may observe
these validations. If Buyer chooses to perform its own
tooling or maintenance procedure validations, they must
be accomplished during the EEVIP, not to interfere with
the TDA Schedule.
2.3.2.3 Records
During the non-EEVIP portion of the 1000-CVP, Boeing
mechanics will perform all maintenance activity on the
1000-CVP Aircraft and will use standard Boeing forms
and records. During the EEVIP portion of the 1000-CVP,
Buyer's mechanics may utilize Buyer's records and forms
for such maintenance; however, Boeing will maintain a
separate record on Boeing's standard form to record
that such work was accomplished. Only Boeing records
will be the official documentation of the 1000-CVP
Aircraft in support of TDA.
2.3.2.4 Oversight
During the EEVIP portion of the 1000-CVP, Boeing
reserves the right to require Buyer's mechanics to
utilize Boeing procedures if, in Boeing's sole opinion,
an unsafe or inappropriate action is contemplated.
2.3.2.5 Engine Change
To satisfy TDA requirements, verify engine change
tooling (specifically the Boeing-designed bootstrap),
and to afford Buyer's mechanics the opportunity to
develop experience, it is agreed that an engine change
will be scheduled. Such engine change will be
performed by Buyer's mechanics under the supervision of
Boeing personnel.
2.3.2.5.1 Location and Date
Boeing and Buyer agree that the engine will be changed
at Denver International Airport (DIA) on or about April
24th, 1995.
2.3.2.5.2 Spare Engine Title and Ownership
The spare engine (plus QEC) installed on or about April
24th, 1995 on the 1000-CVP Aircraft will be owned and
provided by Boeing. This engine will be delivered by
Boeing to DIA on April 10th, 1995. The engine that is
removed will be returned to Seattle by Boeing to be
held in reserve as a Spare. Subsequent to the 777
Flight Test Program, the engine will be refurbed and
installed on a production Aircraft.
2.3.2.5.3 Spare Engine Cradle
To accommodate the engine coming off the 1000-CVP
Aircraft, Buyer will provide a suitable spare engine
cradle.
2.3.2.6 Fueling
Boeing agrees to use Buyer's guidelines for fueling the
1000-CVP Aircraft. If, however, a condition exists
that, in Boeing's sole opinion, jeopardizes the 1000-
CVP Aircraft or the safety of individuals, Boeing
reserves the right to limit such use, or revert to
Boeing standard fueling procedures.
2.3.3 Numerous details of the roles and
responsibilities ascribed to Boeing and Buyer during
the 1000-CVP have been gathered in Boeing Document
D044W003, "1000-Cycle 'Airline Type' Maintenance and
Operating Procedures - Agreement". Revision A of this
document, dated December 22, 1993, together with
Buyer's approval of Appendix I, constitute the agreed
Operating Procedures for the 1000-CVP. In the event of
conflict between this Letter Agreement and Document
D044W003, this Letter Agreement shall take precedence.
* CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
5. Realization of Additional Objectives During 1000-CVP
5.1 Primary Objective
Boeing and Buyer agree that the primary objectives of
the 1000-CVP are to ensure the delivery of ETOPS
capable and service-ready Model 777 aircraft to Buyer,
and to demonstrate the reliability of PW4000-powered
Model 777 aircraft in support of applications by Boeing
for ETOPS Type Design Approval and Reliability
Determination. Other objectives are secondary, and
will be pursued during the 1000-CVP (including the
EEVIP) solely under conditions which in Boeing's
reasonable judgment meet the following criteria (the
"1000-CVP Inclusion Criteria"): the pursuit of a
secondary objective will not: (i) interfere with nor
jeopardize such primary objectives of the 1000-CVP, nor
(ii) lengthen the 1000-CVP nor (iii) otherwise
significantly increase the cost of the 1000-CVP
(including the EEVIP).
5.2 Boeing recognizes that if the Federal
Aviation Administration imposes additional
requirements on Buyer to obtain Operator Approval
to conduct Extended Range Operations with the
Aircraft, and such additional requirements are not
the fault of Boeing, Buyer may desire to revise
the 1000-CVP. Boeing will work with Buyer to
satisfy such additional requirements during the
1000-CVP, subject to agreement of the Parties to
modify, if necessary, the 1000-CVP Inclusion
Criteria set forth above.
* CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
5.3 Boeing recognizes that Buyer presently
desires to gain cabin service experience during the
EEVIP with some of the BFE cabin systems identified in
paragraph 3.2.3 above. Boeing will work with Buyer to
satisfy this secondary objective during the 1000-CVP,
subject to the 1000-CVP Inclusion Criteria set forth
above. To gain such experience Buyer desires that
cabin crew personnel, and possibly other personnel, of
Buyer participate in some EEVIP flights by simulating
passenger service. However, Buyer recognizes that the
airworthiness certification under which the
CVP-Aircraft operates during the 1000-CVP and the
insurance coverage in effect during the 1000-CVP may
restrict the number of personnel permitted on 1000-CVP
flights or otherwise limit the cabin service experience
which can be obtained during the 1000-CVP, including
the EEVIP.
* CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
5.4 During the 1000-CVP Boeing and Buyer each may
desire to conduct sales, marketing and public relations
activity involving the 1000-CVP and the
1000-CVP Aircraft. Boeing and Buyer will work together
to satisfy such secondary objectives during the
1000-CVP, subject to the 1000-CVP Inclusion Criteria
set forth above.
* CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
During sales, marketing and public relations activity
involving the 1000-CVP and the 1000-CVP Aircraft,
Boeing and Buyer agree to maintain the confidentiality
of each other's information in accordance with
paragraph 8.2 below.
* CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
6. Contingencies
6.1 Aircraft Certification During 1000-CVP
The 1000-CVP, and particularly the EEVIP, as
contemplated in the Plan assume that Boeing will
succeed in making practicable arrangements for
airworthiness certification of the 1000-CVP Aircraft
during the 1000-CVP (including the EEVIP) and to
otherwise comply with all applicable laws and
regulations. ("Practicable arrangements" are defined
as being within the context of our ongoing dialogue
with the FAA, including the normal procedures for
applying for, and obtaining, either an experimental or
type certificate.) Boeing agrees to make reasonable
and timely efforts to arrange for conduct of the 1000-
CVP under an experimental airworthiness certificate or
make other practicable arrangements for airworthiness
certification of the 1000-CVP Aircraft and to otherwise
comply with all applicable laws and regulations. In
the event that Boeing can not make practicable
arrangements, Boeing and Buyer shall mutually agree to
revisions to the 1000-CVP (including the EEVIP) to
facilitate practicable arrangements for airworthiness
certification of the 1000-CVP Aircraft. If Boeing and
Buyer can not agree on such revisions, or if regardless
of such revisions, Boeing cannot make practicable
arrangements for airworthiness certification of the
1000-CVP Aircraft and otherwise comply with all
applicable laws and regulations, Boeing may in its
reasonable discretion, and only to the extent
reasonably necessary, cancel part or all of the 1000-
CVP.
6.2 Collective Bargaining Agreements
The 1000-CVP, and particularly the participation of
Buyer's maintenance personnel in the 1000-CVP, as
contemplated in the Plan, assume that Boeing will
succeed in making practicable arrangements under its
collective bargaining agreements to facilitate the 1000-
CVP. In the event that Boeing can not make practicable
arrangements, Boeing and Buyer will mutually agree to
revisions to the 1000-CVP to conform to Boeing's
collective bargaining agreements. If Boeing and Buyer
can not agree on such revisions, or if regardless of
such revisions, Boeing can not make practicable
arrangements for the 1000-CVP under its collective
bargaining agreements, Boeing may in its reasonable
discretion restrict the participation of Buyer's
maintenance personnel to the EEVIP, or, only to the
extent reasonably necessary, cancel part or all of
the 1000-CVP.
Should Buyer fail to make practicable arrangements with
Buyer's collective bargaining groups, Buyer may
request, and Boeing shall agree to, a revision to the
1000-CVP to the extent reasonably necessary, without in
any way violating the provisions of Paragraph 5.1
herein.
7. Applicability of Purchase Agreement Provisions
Boeing and Buyer specifically agree that the 1000-CVP
shall be flight test activity authorized under the
Purchase Agreement, and that particular provisions of
the Purchase Agreement are applicable to 1000-CVP
occurrences, including, but not limited to, Paragraphs
7.1 through 7.5.
7.1 Excusable Delay
Boeing and Buyer reaffirm that any delay resulting from
any of the causes specified in Article 6.1 of the
Purchase Agreement which occurs during the 1000-CVP,
and which otherwise would be an Excusable Delay, shall
be an Excusable Delay; and that the termination
provisions in Articles 6.2 through 6.6 shall apply to
the 1000-CVP Aircraft.
7.2 Authorized Use of Aircraft
Boeing and Buyer reaffirm that the use of an Aircraft
as the 1000-CVP Aircraft is authorized under Article
9.3 of the Purchase Agreement, subject to the
provisions of Letter Agreement No. 6-1162-DLJ-955,
including but not limited to paragraph 1 ("Test
Aircraft Refurbishment") and paragraph 5
("Accomplishment of "C" Check") thereof.
* CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
8. Confidentiality
8.1 In accordance with Letter Agreement No. 6-
1162-DLJ-832, the terms and conditions of this Letter
Agreement are and will remain strictly confidential
between Boeing and Buyer and will not under any
circumstances be disclosed by either party to any third
party (except, as reasonably necessary, to its
respective employees and professional advisers, and to
Boeing's insurers in connection with the insurance
described in paragraph 7.3 above and to the Federal
Aviation Administration) without the prior written
consent of the other party, such consent not to be
unreasonably withheld.
8.2 Boeing and Buyer recognize that the Model 777
development program, the "Working Together"
partnership, and the 1000-CVP are unique and
unprecedented activities. Boeing and Buyer agree to
work with each other in good faith to maintain the
confidentiality of the other party's drawings,
specifications, models and other information related to
the 777 development (including development of 777
procedures, documentation and computer systems) which
has not otherwise entered the public domain through
authorized disclosure by the party with proprietary
rights to such information.
8.2.1 The obligation of confidentiality set
forth in 8.2 above shall not apply to information
which:
(a) is independently known to Boeing or
Buyer at the time of the transfer, as evidenced by
Boeing or Buyer's written records; or
(b) becomes known to the receiving
party prior to such use or disclosure without similar
restrictions from an independent source having the
right to convey it; or
(c) is independently developed by the
receiving party.
8.2.2 Boeing Flight Test Data
During the CVP Buyer shall incidentally have access to
Boeing flight test data recorded during the CVP
operations, and Boeing shall have access to data
recorded by Buyer's Aircraft Maintenance Information
System ("AMIS"). Boeing deems all flight test data to
be extremely sensitive and highly proprietary to
Boeing. Buyer considers all information received by
Boeing with respect to AMIS to be extremely sensitive
and highly proprietary to Buyer Accordingly, Buyer
agrees to keep flight test data, obtained by Buyer from
the 1000-CVP Aircraft's Quick Access Recorder (QAR), or
AMIS, or otherwise during the CVP, and Boeing agrees to
keep information received by Boeing with respect to
AMIS in confidence, and disclose it only in accordance
with the provisions of paragraph 8.1 above
The provisions set forth in this paragraph 8 relate
only to confidential information made available as a
result of the 1000 CVP and do not supercede the
provisions of Part D Technical Data and Documents of
Exhibit C to the Purchase Agreement.
8.2.3 Buyer's Interior Configuration
Buyer's Model 777 interior configuration and
installations are commercial, confidential information
that could be deemed of value to its competitors.
Boeing will accordingly restrict access to the 1000-CVP
Aircraft by third parties unless Buyer otherwise gives
Boeing its permission.
8.2.4 The Plan
For avoidance of doubt, Boeing and Buyer agree that the
Plan itself has been and will continue to be disclosed
to other parties, including regulatory agencies and
other prospective 777 operators, and that the actual
performance of the 1000-CVP will be open to observation
by such parties as may be mutually agreed by Boeing and
Buyer.
If the foregoing correctly sets forth your
understanding of our agreement with respect to the
matters treated above, please indicate your acceptance
and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ Joseph Mc Aleer
Its Attorney-in-Fact
ACCEPTED AND AGREED TO as of
the 9th day of December, 1994.
UNITED AIR LINES, INC.
By /s/ D. Hacker
Its Senior Vice President - Finance
Exhibit 10.29
UNITED AIRLINES
January 31, 1995
Via facsimile: 206-237-1706
Mr. R. C. Nelson
Regional Director, Aircraft Contracts
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
Re: (1) Letter Agreement 6-1162-TML-1205 to Purchase Agreement
1670 dated December 18, 1990 as amended and supplemented
among The Boeing Company and United Air Lines,
Inc. and United Worldwide Corporation
(2) Boeing Proposal Letters 6-1162-MMF-045 & 6-1162-RCN-
839 dated January 23, 1995
Gentlemen:
Reference is made to Letter Agreement No. 6-1162-TML-1205 (the
"Letter Agreement") to Purchase Agreement No. 1670 dated December
18, 1990 (as previously amended and supplemented, including all
previously executed letter agreements, the "Purchase Agreement")
among The Boeing Company ("Boeing"), United Air Lines, Inc.
("United") and United Worldwide Corporation ("Worldwide")
relating to the sale by Boeing and the purchase by United and
Worldwide (collectively the "Buyer") of Model 747-400 aircraft;
and reference is made to Boeing Proposal Letters 6-1162-MMF-045
and 6-1162-RCN-839 both dated January 23, 1995 (the "Proposal
Letters").
This letter amendment (this "Letter Amendment"), when accepted by
Buyer, will become part of the Letter Agreement and part of the
Purchase Agreement, and will evidence our further agreement with
respect to the matters set forth below. All terms used herein and
in the Letter Agreement, and not defined herein, shall have the
same meaning as in the Letter Agreement. If there is any
inconsistency between the terms of this Letter Amendment and the
Letter Agreement or the Purchase Agreement, the terms of this
Letter Amendment will govern.
1. Pursuant to Section 5., Notification of the Letter Agreement,
Buyer hereby notifies Boeing that Buyer will not [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] the one 747-400 [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Aircraft scheduled for delivery in February 1997.
2. In the event that Buyer executes a definitive agreement by
April 14, 1995 for the purchase of two 747-400 and four 757-200
aircraft as generally described in the referenced Proposal
Letters, Boeing will thereupon [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.
UNITED AIR LINES, INC.
/s/ D. Hacker
Douglas A. Hacker
Senior Vice President - Finance
ACCEPTED AND AGREED TO
AS OF THE DATE SHOWN ABOVE:
THE BOEING COMPANY
By: /s/ R.C. Nelson
Its: Attorney-in-Fact
UNITED AIRLINES
January 31, 1995
Via facsimile: 206-237-1706
Mr. R. C. Nelson
Regional Director, Aircraft Contracts
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
Re: (1) Letter Agreement 6-1162-DLJ-89lRl to Purchase Agreement
No. 1670 dated December 18, 1990 as amended and supplemented
among The Boeing Company and United Air Lines, Inc.
and United Worldwide Corporation
(2) Boeing Letter Fix/Pollock dated September 23, 1994
(3) Boeing Proposal Letters 6-1162-MMF-045 & 6-1162-RCN-
839 dated January 23, 1995
Gentlemen:
Reference is made to Letter Agreement No. 6-1162-DLJ-89lRl (the
"Letter Agreement") to Purchase Agreement No. 1670 dated December
18, 1990(as previously amended and supplemented, including all
previously executed letter agreements, the "Purchase Agreement")
among The Boeing Company ("Boeing"), United Air Lines, Inc.
("United") and United Worldwide Corporation ("Worldwide")
relating to the sale by Boeing and the purchase by United and
Worldwide (collectively the "Buyer") of Model 747-400 aircraft;
and reference is made to Boeing Letter Fix/Pollock dated
September 23, 1994 and to Boeing Proposal Letters 6-1162-MMF-045
and 6-1162-RCN-839 both dated January 23, 1995 (the "Proposal
Letters").
This letter amendment (this "Letter Amendment"), when accepted by
Buyer, will become part of the Letter Agreement and part of the
Purchase Agreement, and will evidence our further agreement with
respect to the matters set forth below. All terms used herein and
in the Letter Agreement, and not defined herein, shall have the
same meaning as in the Letter Agreement. If there is any
inconsistency between the terms of this Letter Amendment and the
Letter Agreement or the Purchase Agreement, the terms of this
Letter Amendment will govern.
1. Pursuant to paragraph 11. Certain [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Rights of the Letter Agreement, and pursuant to the deferred
notice dates provided in the reference (2) Letter, Buyer hereby
notifies Boeing that Buyer will not [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the
purchase of the three model 747-422 Aircraft scheduled for
delivery in April, May and June 1997.
2. In the event that United executes a definitive agreement by
April 14, 1995 for the purchase of two 747-400 and four 757-200
aircraft as generally described-in the referenced Proposal
Letters, Boeing will thereupon [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.
UNITED AIR LINES, INC.
/s/ D. Hacker
Douglas A. Hacker
Senior Vice President - Finance
ACCEPTED AND AGREED TO
AS OF THE DATE SHOWN ABOVE:
THE BOEING COMPANY
By: /s/ R.C. Nelson
Its: Attorney-in-Fact
Exhibit 10.30
UNITED AIRLINES
February 28, 1995
Via facsimile: 206-237-1706
Mr. R. C. Nelson
Regional Director, Aircraft Contracts
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
Re: (1) Letter Agreement 6-1162-DLJ-89lRl to Purchase Agreement
No. 1670 dated December 18, 1990 as amended and supplemented
among The Boeing Company and United Air Lines, Inc.
and United Worldwide Corporation
(2) Boeing Proposal Letters 6-1162-MMF-045 & 6-1162-
RCN-839 dated January 23, 1995
Gentlemen:
Reference is made to Letter Agreement No. 6-1162-DLJ-89lRl (the
"Letter Agreement") to Purchase Agreement No. 1670 dated December
18, 1990(as previously amended and supplemented, including all
previously executed letter agreements, the "Purchase Agreement")
among The Boeing Company ("Boeing") and United Air Lines, Inc.
("United") relating to the sale by Boeing and the purchase by
United (the "Buyer") of Model 747-400 aircraft; and reference is
made to Boeing Proposal Letters 6-1162-MMF-045 and 6-1162-RCN-839
both dated January 23, 1995 (the "Proposal Letters").
This letter amendment (this "Letter Amendment"), when accepted by
Buyer, will become part of the Letter Agreement and part of the
Purchase Agreement, and will evidence our further agreement with
respect to the matters set forth below. All terms used herein and
in the Letter Agreement, and not defined herein, shall have the
same meaning as in the Letter Agreement. If there is any
inconsistency between the terms of this Letter Amendment and the
Letter Agreement or the Purchase Agreement, the terms of this
Letter Amendment will govern.
1. Pursuant to paragraph 11., Certain [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Rights of the Letter Agreement, Buyer hereby notifies Boeing that
Buyer will not [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] the purchase of the one
(1) model 747-422 Aircraft scheduled for delivery in September
1997.
2. In the event that United executes a definitive agreement by
April 14, 1995 for the purchase of two 747-400 and four 757-200
aircraft as generally described in the referenced Proposal
Letters, Boeing will thereupon [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.
UNITED AIR LINES, INC.
/s/ D. Hacker
Douglas A. Hacker
Senior Vice President - Finance
ACCEPTED AND AGREED TO
AS OF THE DATE SHOWN ABOVE:
THE BOEING COMPANY
By: /s/ R.C. Nelson
Its: Attorney-in-Fact
Exhibit 10.39
FIRST AMENDMENT
OF
UAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under section 13.1(a)
of the UAL Corporation Employee Stock Ownership Plan (Effective
as of July 12, 1994) (the "Plan"), which amending power
thereunder is subject to the approval of the Air Line Pilots
Association, International ("ALPA") and the International
Association of Machinists and Aerospace Workers (the "IAM"), the
Company hereby amends the Plan, as follows, effective July 12,
1994:
1. Section l(g), defining "ALPA Employee Group" is
amended to read as follows effective July 12, 1994:
"(g) `ALPA Employee Group' means (i) Eligible Employees who
are in classifications represented by ALPA under the Railway
Labor Act who are listed on the Pilots' System Seniority
List or the Second Officer Eligibility Seniority List, and
(ii) notwithstanding the fact that they are not in
classifications represented by ALPA under the Railway Labor
Act, Eligible Employees in the classification of Student
Flight Officer who, upon completion of the necessary
training, expect to become listed on the Pilots' System
Seniority List or Second Officer Eligibility Seniority
List."
2. Section 1 (p), defining "Compensation," is amended
by inserting the following after the first sentence thereof:
"Except as set forth herein, a Participant's Compensation
shall be credited to the Participant for the Plan Year in
which the Participant received payment of such Compensation,
even if the services to which the Compensation relates were
performed in a prior Plan Year.
(i) With respect to those members of the ALPA
Employee Group who are paid in the month following the month
in which their services are performed, Compensation has the
meaning set forth in the preceding two sentences, with the
following modifications: (x) with respect to the 1994 Plan
Year, "Compensation" means Compensation paid during the
period beginning August 1, 1994 and ending with the payment
of the second regular paycheck of January, 1995 as such
Compensation relates to services performed during the period
beginning on July 13, 1994 and ending on December 31, 1994;
(y) with respect to Plan Years 1995 through 1999,
"Compensation" means Compensation paid during the period
beginning on the day after the payment of the second regular
paycheck during such Plan Year and ending with the payment
of the second regular paycheck of the next Plan Year as such
Compensation relates to services performed during the Plan
Year; and (z) with respect to the Plan Year 2000,
"Compensation" means Compensation paid during the period
beginning with the day after the payment of the second
regular paycheck in such year and ending with the payment of
the second regular paycheck in May, 2000 as such
Compensation relates to services performed during the period
beginning on January 1, 2000, and ending on April 12, 2000.
(ii) With respect to the members of the
Management and Salaried Group and with respect to those
members of the ALPA Employee Group who are not paid in the
month following the month in which their services are
performed, Compensation for a particular Plan Year shall
include Compensation paid in the first and second paychecks
received in the next Plan Year to the extent such
Compensation relates to services performed in the earlier
Plan Year. For purposes of the foregoing, the Company shall
determine the extent to which Compensation from the first
and second paychecks received in a Plan Year relate to
services performed in a particular Plan Year according to
the Company's month-end time recording documents which are
timely received (according to Company policies and
procedures), and if such month-end time recording documents
are not timely received, according to the reasonable
assumptions adopted by the Company. Notwithstanding the
previous two sentences, only Compensation from the first
paycheck received in the next Plan Year shall count as
Compensation for the earlier Plan Year if the base pay taken
into account in such first paycheck solely relates to
services performed in the Plan Year in which such paycheck
was received.
(iii) Notwithstanding anything to the contrary
herein, no payment shall be counted as Compensation in more
than one Plan Year."
3. Section l(gg) is amended by adding the following to
the end thereof:
"An Eligible Employee who is represented by the IAM shall be
a member of the Management and Salaried Group (i) from the
Effective Date through October 29, 1994, for each period in
which such Eligible Employee's temporary reclassification as
a salaried, managerial or non-union employee is evidenced by
Form UG-100 placed in the personnel record of the Eligible
Employee by the Employer, including an actual change in the
job code, but excluding any period during which a temporary
reclassification occurs on a limited basis and is only
evidenced by a payroll certification; and (ii) effective
October 30, 1994, for each hour or fraction thereof during
which such Eligible Employee is temporarily reclassified as
a salaried, managerial or non-union employee."
4. Section 1(yy)(i) is amended to read as follows
effective July 12, 1994:
"the product of (A) the number of hours for which the
Participant earns compensation during the Plan Year (up to
and including the last day of each Plan Year), but only to
the extent such hours are reflected on the compensation paid
during the Plan Year or on the first and second paychecks
received by the Participant in the Plan Year following the
Plan Year in which the compensation was earned, multiplied
by (B) the difference between the "book rate of pay" as in
effect immediately prior to the Effective Date and the
"actual rate of pay" as in effect on the Effective Date for
services performed during a Plan Year; plus"
5. Section 1(yy)(iii) is amended to read as follows
effective July 12, 1994:
"the actual rate of pay (including the applicable overtime
rates) for each hour, or fraction thereof, of lunch (or
other meal) multiplied by the sum of (a) the number of days
during which at least 3.5 hours are worked during a Plan
Year, plus (b) the number of overtime shifts of at least two
(2) hours worked during a Plan Year, plus (c) the number of
overtime shifts of at least eight (8) hours which
immediately precede or follow a regular full shift.
Notwithstanding the foregoing, for any day worked prior to
October 16. 1994, in lieu of the foregoing, the actual rate
of pay shall be multiplied by one half hour for each day
worked during the Plan Year."
6. Section 1(yy) of the Plan shall be amended by
adding the following three paragraphs to the end thereof:
"If any hours of a Participant for compensation earned in a
particular Plan Year are excluded from the calculation of
the Wage Investment for that Plan Year pursuant to Section
1(yy) (i) (A) because compensation for such hours was not
reflected in pay received during the Plan Year or the first
or second paycheck of the following Plan Year, then such
hours shall be counted towards the calculation of the
Participant's Wage Investment in the Plan Year for which the
Participant received payment for such hours. For purposes
of the calculation of the Wage Investment for a particular
Plan Year, the Company shall determine the extent to which
compensation was earned in a particular Plan Year according
to the Company's month-end time recording documents which
are timely received (according to Company policies and
procedures), and if such month-end time recording documents
are not timely received, according to the reasonable
assumptions adopted by the Company.
"In clarification of the foregoing provisions of Section
1(yy) (i) (A), the Wage Investment for a member of the IAM
Employee Group shall exclude (i) from the Effective Date
through October 29, 1994, each period in which the temporary
reclassification as a salaried, managerial or non-union
employee of a member of the IAM Employee Group is evidenced
by Form UG-100 placed in the personnel record of such member
by the Employer, including an actual change in the job code,
but excluding any periods during which a temporary
reclassification occurs on a limited basis and is only
evidenced by a payroll certification, and (ii) effective
October 30, 1994, each hour or fraction thereof when such
member is reclassified and is treated, for payroll and other
purposes, as a salaried, managerial or non-union employee.
"Notwithstanding the foregoing provisions of this Section
1(yy), only hours reflecting compensation received on the
first paycheck received in the next Plan Year shall count
towards calculation of the Wage Investment for an earlier
Plan Year if the base pay taken into account in such first
paycheck solely relates to services performed in the Plan
Year in which such paycheck was received. Notwithstanding
anything to the contrary herein, no hours shall be counted
towards calculation of a Participant's Wage Investment in
more than one Plan Year."
7. Section 7.4(b), concerning deferred distributions,
is amended by replacing the phrase "any date" with the phrase
"the last day of any month."
IN WITNESS WHEREOF, the Company has caused this First
Amendment to be executed on December 28, 1994.
UAL CORPORATION
By: /s/ Stuart I. Oran
Stuart I. Oran
Executive Vice President -
Corporate Affairs and
General Counsel
Approved by:
AIR LINE PILOTS ASSOCIATION, INTERNATIONAL ASSOCIATION OF
INTERNATIONAL MACHINISTS AND AEROSPACE WORKERS
/s/ Harlow B. Osteboe /s/ Kenneth W. Thiede