View:
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-6033
UAL CORPORATION
---------------
(Exact name of registrant as specified in its charter)
Delaware 36-2675207
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 East 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 (847) 700-4000
------------------------------------------------------------------
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
Class April 30, 1998
----- --------------
Common Stock ($0.01 par value) 57,755,726
UAL Corporation and Subsidiary Companies Report on Form 10-Q
------------------------------------------------------------
For the Quarter Ended March 31, 1998
------------------------------------
Index
- -----
PART I. FINANCIAL INFORMATION Page No.
- ------ --------------------- -------
Item 1. Financial Statements
Condensed Statements of Consolidated 3
Financial Position - as of March 31, 1998
(Unaudited) and December 31, 1997
Statements of Consolidated Operations 5
(Unaudited) - for the three months ended
March 31, 1998
Condensed Statements of Consolidated 6
Cash Flows (Unaudited) - for the three
months ended March 31, 1998
Notes to Consolidated Financial 7
Statements (Unaudited)
Item 2. Management's Discussion and Analysis 10
of Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures 13
About Market Risk
PART II. OTHER INFORMATION
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
- ----------
Exhibit Index 16
- -------------
PART I. FINANCIAL INFORMATION
------ ---------------------
Item 1. Financial Statements
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
(In Millions)
Exhibit 10.1
UAL CORPORATION
INCENTIVE COMPENSATION AND PROFIT SHARING PLAN
I. PURPOSE
In an effort to maintain a position of leadership in the
fast-growing and highly competitive business segments in which
UAL Corporation (the "Company") competes, it is necessary to
promote financial interests of the Company and its corporate
affiliates (the "Subsidiaries"), including its growth, by (A)
attracting and retaining highly qualified executives possessing
outstanding ability, (B) motivating executives and other
management employees by means of performance related incentives,
and (C) providing incentive compensation opportunities which are
competitive with those of major corporations. The Incentive
Compensation Plan (the "Plan") hereinafter described is designed
to assist the Company in attaining these objectives.
II. ADMINISTRATION OF THE PLAN
1. The Company is responsible for the general
administration of the Plan, except as to matters expressly
reserved in this Plan to the Compensation Administration
Committee of the Board of Directors of the Company (the "Board"),
with respect to all grants to any "covered employee" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code") and regulations promulgated thereunder
(the "Covered Employees"), and to the Compensation Committee of
the Board with respect to all other grants. Unless specifically
named, the Compensation Administration Committee or Compensation
Committee, whichever is applicable in the context, will herein be
called the "Committee." Determinations, decisions and actions of
the Company or the Committee in connection with the construction,
interpretation, administration, or application of the Plan will
be final, conclusive, and binding upon any Participant and any
person claiming under or through the Participant. Neither the
Company nor any member of the Committee will be liable for any
determination, decision, or action made with respect to the Plan
or any Incentive Award granted, or Profit Sharing Payments made,
under the Plan.
2. A Participant's rights and interests in any Incentive
Award or Profit Sharing Amount under the Plan may not be assigned
or transferred and are not subject to attachment, garnishment,
execution, or other creditor's processes.
3. If a Participant transfers employment classifications
during a calendar year, the amount of the Participant's Incentive
Compensation Payments or Profit Sharing Payments for that
calendar year shall be based on the amount of the Participant's
compensation that he/she receives during that calendar year as an
Incentive Compensation Participant or Profit Sharing Participant,
as the case may be.
4. The Incentive Compensation Plan may at any time be
amended, modified, or terminated, as the Board, in its
discretion, determines. The Profit Sharing Plan may at any time
be amended, modified, or terminated, as the Company. in its
discretion, determines. Such amendment, modification, or
termination of the Incentive Compensation Plan or the Profit
Sharing Plan will not require the consent, ratification, or
approval of any party, including any Participant.
5. The Plan does not constitute a contract of employment,
and participation in the Plan will not give any employee the
right to be retained in the service of the Company or its
Subsidiaries.
6. This Plan and all determinations made and actions taken
pursuant hereto will be governed and construed by the internal
laws of the State of Illinois.
III. DEFINITIONS
1. Award Year -- The calendar year for which Incentive
Awards, if any, are calculated under the Plan.
2. Financial Objectives -- Financial performance goals
established by the Company and approved by the Committee at the
beginning of an Award Year. Financial Objectives may apply to
overall Company and Subsidiaries performance in selected areas
and/or to performance of major business segments of the Company
and Subsidiaries.
3. Financial Performance Factor -- The numerical factor
determined by the Company shortly after the Award Year by
comparing actual performance during such Award Year to the
applicable Financial Objectives previously established for such
Award Year.
4. Incentive Compensation Participant -- A person who is a
senior or a key management employee of the Company or one or more
Subsidiaries and who is designated as an Incentive Compensation
Participant for an Award Year by the Company or the Committee.
Designation as an Incentive Compensation Participant will apply
only for the Award Year for which the designation is made. The
Company may, in its sole discretion, designate certain management
employees as Special Incentive Compensation Participants for an
Award Year.
5. Incentive Compensation Plan -- The provisions of this
Plan as applied to Incentive Compensation Participants.
6. Individual Performance Objectives -- Goals and
objectives established by the Company (or by the Compensation
Administration Committee in the case of Covered Employees) for
each Incentive Compensation Participant.
7. Individual Performance Factor -- The numerical factor
determined with respect to the Plan by the Company (or by the
Compensation Administration Committee in the case of Covered
Employees) shortly after the Award Year, based upon an evaluation
as to the extent to which an Incentive Compensation Participant
in the Plan achieved the Individual Performance Objectives
established for him/her. Such evaluation will be wholly
discretionary and subjective on the part of the Company or the
Compensation Administration Committee, as the case may be.
8. Incentive Awards -- The dollar value of awards made to
Incentive Compensation Participants under the Plan.
Notwithstanding any other provisions of the Plan, in no event may
the total Incentive Award for any Award Year for any Incentive
Compensation Participant exceed 100% of his/her base salary for
the Award Year.
9. Incentive Opportunity -- The amount, determined by the
Company and approved by the Committee, as appropriate, at the
beginning of an Award Year, that an Incentive Compensation
Participant may receive as an Incentive Award under the Plan.
The Incentive Opportunity will be stated as a percentage of an
Incentive Compensation Participant's annual base salary for an
Award Year (prorated for a partial year's participation). If an
Incentive Compensation Participant held more than one eligible
position in the Award Year, his/her Incentive Opportunity will be
determined on a prorated basis. The Incentive Opportunity for a
Special Incentive Compensation Participant shall be stated as a
dollar amount rather than as a percentage of his/her annual base
salary for the Award Year.
10. Participant -- An Incentive Compensation Participant or
a Profit Sharing Participant, whichever is applicable.
11. Profit Sharing Goals -- The collective Financial
Objectives for the Company and its Subsidiaries for the Profit
Sharing Year that coincides with the Award Year for which the
Financial Objectives are established as determined by the
Company. For purposes of determining the amount of Profit
Sharing Payments, the Profit Sharing Goals for a particular
Profit Sharing Year shall be separately stated as a threshold
goal, a target goal and a maximum goal.
12. Profit Sharing Participant -- A person who, on his/her
Employee Service Record Form UG 100 or any successor thereof, is
classified, for at least part of the Profit Sharing Year for
which the Profit Sharing Payment is being made, as a regular full-
time or regular part-time management employee, is not an
Incentive Compensation Participant and, on December 31 of that
Profit Sharing Year, is actively employed in any job
classification, has retired.
13. Profit Sharing Payments -- The amount to which Profit
Sharing Participants are entitled for a Profit Sharing Year, as
determined under Section V of the Plan.
14. Profit Sharing Plan -- The provisions of this Plan as
applied to Profit Sharing Participants.
15. Profit Sharing Year -- The calendar year. Unless the
Company specifically otherwise determines, Profit Sharing
Payments shall be made only for 1997, 1998, and 1999 in the
subsequent calendar year.
16. Profit Sharing Wages -- The amount of a Profit Sharing
Participant's taxable wages for the Profit Sharing Year,
increased by the amount of his/her pre-tax contributions under
any qualified Code Section 401(k) plan or Code Section 125
cafeteria plan and any HMO premium deductions for the Profit
Sharing Year, and decreased by the amount of any extraordinary
payments such as moving expense reimbursements, Pride Awards and
Code Section 125 cafeteria plan reimbursements for the Profit
Sharing Year
IV. INCENTIVE COMPENSATION PAYMENTS
A. Participation
1. Incentive Compensation Participants will be determined
annually by the Company or the Committee from among key and
senior management employees of the Company and its Subsidiaries.
This determination will allow participation only for the Award
Year concerned.
2. If an Incentive Compensation Participant's employment
with the Company or its Subsidiaries is terminated during an
Award Year, the appropriate Incentive Award under the Plan, if
any, for such Participant will be subject to the sole discretion
of the Company's Chairman (or to the sole discretion of the
Compensation Administration Committee in case of the termination
of employment of a Covered Employee). A transfer of employment
between the Company and any of its Subsidiaries will not be
considered a termination of employment.
B. Computation of Incentive Awards
1. The Incentive Award for an Award Year for an Incentive
Compensation Participant will be the product of the Incentive
Compensation Participant's Incentive Opportunity modified by the
Financial Performance Factor and Individual Performance Factor,
multiplied by the Incentive Compensation Participant's applicable
base salary. No Incentive Award will be made to an Incentive
Compensation Participant for an Award Year in which his/her
applicable Financial Performance Factor is below threshold level.
However, the Chairman of the Company, with Committee approval,
may waive the applicable Financial Performance Factor threshold
requirement.
2. Total payments to all Incentive Compensation
Participants will be limited to 5% of Pre-Tax Income in any given
Award Year. If total calculated Incentive Awards exceed 5% of
Pre-Tax Income, payments will be made on a prorated basis.
C. Payment of Awards
1. Subject to Paragraph 2 below, payment of Incentive
Awards will be made in cash on or about April 1 of the year
following the Award Year; provided, however, that an Incentive
Award may be deferred at the election of an Incentive
Compensation Participant in the manner described in Paragraph 2
below.
2. An Incentive Compensation Participant may elect, on or
before December 31 of the year preceding an Award Year, to defer
receipt of all or any portion of his/her Incentive Award to a
subsequent calendar year. An Incentive Compensation Participant
will receive payment of a deferred Incentive Award in a lump sum
in January of the earliest of: (1) the deferral calendar year
selected by the Incentive Compensation Participant; (2) the
calendar year immediately after the Incentive Compensation
Participant's retirement under the United Air Lines, Management
and Salaried Pension Plan, (3) the calendar year after the
Incentive Compensation Participant's termination of employment
with the Company or Subsidiaries for other reasons, provided that
a transfer of employment from the Company or one of its
Subsidiaries to the Company or another of its Subsidiaries will
not be considered a termination of employment; (4) the occurrence
of an "Unforeseeable Emergency," provided that a distribution
pursuant to this clause (4) shall not exceed the amount
reasonably needed to satisfy the emergency need; or (5) any other
time elected by the Incentive Compensation Participant, provided
that upon making such an election, the Incentive Compensation
Participant shall be entitled to receive 90% of the amounts then
credited to him/her under the Plan and shall forfeit the
remaining 10% of such amount. The amounts deferred will be
credited annually with compound interest at the prime rate in
effect during the deferral period at the end of the calendar
quarter, as reported by The Wall Street Journal. All deferred
Incentive Awards will be reflected in the Company's books as
general unsecured and unfunded obligations of the Company. No
trust in favor of any Incentive Compensation Participant will be
implied. Deferral elections will be irrevocable by an Incentive
Compensation Participant. For purposes of this paragraph,
"Unforeseeable Emergency" shall mean a severe financial hardship
to the Incentive Compensation Participant resulting from a sudden
and unexpected illness or accident of the Incentive Compensation
Participant or of his/her dependent (as defined in Section 152(a)
of the Code), loss of the Incentive Compensation Participant's
property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Incentive Compensation Participant. The
circumstances that will constitute an Unforeseeable Emergency
will depend upon the facts of each case, but, in any case,
payment under clause (4) above may not be made to the extent that
such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of
the Incentive Compensation Participant's assets, to the extent
the liquidation of such assets would not itself cause severe
financial hardship, or (iii) by cessation of deferrals under the
Plan.
D. Special Incentive Compensation Rules
1. Notwithstanding any other provision of this Plan to the
contrary: Incentive Awards with respect to an Award Year for any
Incentive Compensation Participant who is a Covered Employee with
respect to such Award Year (i) may not exceed $900,000 and (ii)
shall be determined by reference to a formula which shall define
the Incentive Award by reference to the attainment by the Company
of one or more target levels of pre-tax income (as determined
under generally accepted accounting principles but without regard
to any items (whether gains or losses) otherwise included therein
relating to (a) the UAL Corporation Employee Stock Ownership
Plan, the UAL Corporation Supplemental ESOP, or the trusts
relating thereto, (b) any event or occurrence that the
Compensation Administration Committee determines to be either not
directly related to the operations of the Company or not within
the reasonable control of the Company's management, (c) this
Plan, and (d) the Company's 1988 Restricted Stock Plan) for such
Award Year. Such target level(s) and the formula referred to
above shall be determined by the Compensation Administration
Committee prior to the commencement of such Award Year (or at
such later time as may be permissible under Section 162(m) of the
Code). The Compensation Administration Committee shall determine
and certify whether such target levels of pre-tax income have
been met. Notwithstanding the foregoing, the Compensation
Administration Committee may, in its sole discretion, reduce the
Incentive Award otherwise determined pursuant to such formula.
V. PROFIT SHARING PAYMENTS
A. Participation
Each Profit Sharing Participant shall be entitled to a
Profit Sharing Payment in the amount, if any, as determined below
for each Profit Sharing Year in which he/she satisfies the
definition of the term "Profit Sharing Participant."
B. Computation of Profit Sharing Payments
The amount of Profit Sharing Payment to be made to a Profit
Sharing Participant for a Profit Sharing Year is the product of
his/her Profit Sharing Wages for the Profit Sharing Year,
multiplied by the percentage determined under the following
table, on the basis of the performance of the Company and its
Subsidiaries relative to its Profit Sharing Goals for the Profit
Sharing Year:
Profit Sharing Goal Percentage of Profit Sharing Wages
------------------- ----------------------------------
Less Than Threshold 0%
Threshold 1.00%
Target 2.55%
Maximum 3.75%
If the Company and its Subsidiaries achieve a Profit Sharing Goal
of at least the Threshold and between any two of the levels set
forth in the schedule above, the applicable Percentage of Profit
Sharing Wages shall be the amount determined by linear
interpolation between the two levels of Profit Sharing Goals.
C. Payment
Profit Sharing Payments for a Profit Sharing Year will be
made to Profit Sharing Participants no later than March 31 of the
calendar year following the Profit Sharing Year for which the
Profit Sharing Payments are made.
Exhibit 10.2
As Amended
March 26, 1998
UAL CORPORATION
---------------
1981 INCENTIVE STOCK PLAN
-------------------------
1. Purpose. The purpose of the UAL Corporation 1981
Incentive Stock Plan (the "Plan") is to attract and retain
outstanding individuals as officers and key employees of UAL
Corporation (the "Company") and its subsidiaries, and to furnish
incentives to such persons by providing such persons
opportunities to acquire shares of the Company's Common Stock,
par value $.01 per share ("Common Stock"), or monetary payments
based on the value of such shares or both, on advantageous terms
as herein provided.
2. Administration. The Plan shall be administered by
the Compensation Administration Committee of the Board of
Directors of the Company for (I) all grants to any "officer" as
such term is defined in Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or (II)
any other grant to the extent necessary or proper to preserve
deductibility of the compensation expense associated with such
grant under Section 162(m) of the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder (the
"Code"), and by the Compensation Committee of the Board of
Directors of the Company for all grants to participants who are
not covered employees for purposes of Section 162(m) of the Code
or officers under Rule 16a-1(f) of the Exchange Act (such
committee, as applicable, herein called the "Committee"). The
Committee is authorized to interpret the provisions of the Plan,
to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the terms and conditions of Benefits to be
granted under the Plan and to make all other determinations
necessary or advisable for the administration of the Plan, but
only to the extent not contrary to or inconsistent with the
express provisions of the Plan.
3. Participants. Participants in the Plan will consist
of such officers or other key employees of the Company and its
subsidiaries as the Committee in its sole discretion may
designate from time to time to receive Benefits hereunder. The
Committee shall consider such factors as it deems pertinent in
selecting participants and in determining the type and amount of
their respective Benefits, including without limitation (i) the
financial condition of the Company; (ii) anticipated profits for
the current or future years; (iii) contributions of participants
to the profitability and development of the Company; and (iv)
other compensation provided to participants.
4. Types of Benefits. Benefits under the Plan may be
granted in any one or a combination of (a) Incentive Stock
Options, (b) Non-qualified Stock Options, and (c) Stock
Appreciation Rights, all as described below.
5. Shares Reserved under the Plan. There is hereby
reserved for issuance under the Plan an aggregate of 2,300,000
shares of Common Stock, which may be newly issued or treasury
shares.(1) All of such shares may, but need not be issued pursuant
to the exercise of Incentive Stock Options. If there is a lapse,
expiration, termination or cancellation of any Benefit granted
hereunder without the issuance of shares or payments of cash
thereunder, or if shares are issued under any Benefit and
thereafter are reacquired by the Company pursuant to rights
reserved upon the issuance thereof, the shares subject to or
reserved for such Benefit may again be used for new options or
rights under this Plan; provided, however, that in no event may
the number of shares issued under this Plan exceed the total
number of shares reserved for issuance hereunder. Subject to
Section 14(a), in no event may the aggregate number of shares of
Common Stock with respect to which options or Stock Appreciation
Rights are granted to any individual exceed 125,000 in any period
of two calendar years, provided, however, that grants made to any
new employee as a condition of employment may not exceed two
times such biennial limit during the first two years of
employment.
6. Incentive Stock Options. Incentive Stock Options
will consist of options to purchase shares of Common Stock at
purchase prices not less than one hundred percent (100%) of the
fair market value of such shares on the date of grant. Incentive
Stock Options will be exercisable over not more than ten (10)
years after date of grant and shall terminate not later than
three (3) months after termination of employment for any reason
other than death. If the optionee should die while employed or
within three (3) months after termination of employment, the
right of the optionee or his or her successor in interest to
exercise an option shall terminate not later than twelve (12)
months after the date of death. The aggregate fair market value
(determined as of the time the option is granted) of the shares
of Common Stock which any participant may exercise pursuant to
Incentive Stock Options for the first time in any calendar year
(under all option plans of the Company and its parent and
subsidiary corporations) shall not exceed $100,000.
7. Non-qualified Stock Options. Non-qualified Stock
Options will consist of options to purchase shares of Common
Stock at purchase prices not less than one hundred percent (100%)
of the fair market value of shares on the date of grant. Non-
qualified Stock Options will be exercisable over not more than
ten (10) years after date of grant. Non-qualified Stock Options
will terminate no later than six (6) months after termination of
employment for any reason other than retirement or death, unless
immediately after such termination of employment the optionee
shall be a member of the Board of Directors of the Company, in
which case such options will terminate two (2) years after such
termination of employment. In the event termination of
employment occurs by reason of the optionee's retirement, the
option shall terminate not later than the fixed expiration date
set forth therein. In the event termination of employment occurs
by reason of the optionee's death or if the optionee's death
occurs within six months after termination of employment, the
option shall terminate not later than twelve (12) months after
the date of such death.
_______________________________
1 Represents shares reserved for issuance under the Plan in
connection with grants made on or after July 12, 1994. Shares
issuable under grants made prior to such date are in addition to
such number of shares.
8. Stock Appreciation Rights. The Committee may, in
its discretion, grant a Stock Appreciation Right to the holder of
any Non-qualified Stock Option granted hereunder. In addition, a
Stock Appreciation Right may be granted independently of and
without relation to any stock option. Stock Appreciation Rights
shall be subject to such terms and conditions consistent with the
Plan as the Committee shall impose from time to time, including
the following:
(a) A Stock Appreciation Right may be granted
with respect to a Non-qualified Stock Option at the
time of its grant or at any time thereafter up to six
(6) months prior to its expiration.
(b) Each Stock Appreciation Right will entitle
the holder to elect to receive up to 100% of the
appreciation in fair market value of the shares subject
thereto up to the date the right is exercised. In the
case of a Stock Appreciation Right issued in relation
to a Non-qualified Stock Option, such appreciation
shall be measured from the option price. In the case
of a Stock Appreciation Right issued independently of
any stock option, the appreciation shall be measured
from not less than the fair market value of the Common
Stock on the date the right is granted.
(c) The Committee shall have the discretion to
satisfy a participant's right to receive the amount of
cash determined under subparagraph (b) hereof, in whole
or in part, by the delivery of shares of Common Stock
valued as of the date of the participant's election.
(d) In the event of the exercise of a Stock
Appreciation Right, the number of shares reserved for
issuance hereunder (and the shares subject to the
related option, if any) shall be reduced by the number
of shares with respect to which the right is exercised.
9. Nontransferability. Except as otherwise provided by
the Committee, each Benefit granted under this Plan shall not be
transferable other than by will or the laws of descent and
distribution, and shall be exercisable, during the holder's
lifetime, only by the holder.
10. Other Provisions. The award of any Benefit under
the Plan may also be subject to other provisions (whether or not
applicable to the Benefit awarded to any other participant) as
the Committee determines appropriate, including, without
limitation, provisions for the purchase of common shares under
stock options in installments, provisions for the payment of the
purchase price of shares under stock options by delivery of other
shares of the Company having a then market value equal to the
purchase price of such shares, restrictions on resale or other
disposition, such provisions as may be appropriate to comply with
federal or state securities laws and stock exchange requirements
and understandings or conditions as to the participant's
employment in addition to those specifically provided for under
the Plan.
11. Term of Plan and Amendment, Modification or
Cancellation of Benefits. No Benefit shall be granted after
December 8, 2001; provided, however, that the terms and
conditions applicable to any Benefits granted prior to such date
may at any time be amended, modified, extended or canceled by
mutual agreement between the Committee and the participant or
such other persons as may then have an interest therein, so long
as any amendment or modification does not increase the number of
shares of Common Stock issuable under this Plan and any extension
does not extend the option term beyond ten (10) years.
12. Taxes. The Company shall be entitled to withhold
the amount of any tax attributable to any amount payable or
shares deliverable under the Plan after giving the person
entitled to receive such amount or shares notice as far in
advance as practicable, and the Company may defer making payment
or delivery if any such tax may be pending unless and until
indemnified to its satisfaction.
13. Fair Market Value. The Fair Market Value of the
Company's shares of Common Stock at any time shall be determined
in such manner as the Committee may deem equitable or required by
applicable laws or regulations.
14. Adjustment Provisions.
(a) If the Company shall at any time change the
number of issued shares of Common Stock without new
consideration to the Company (such as by stock dividend
or stock split), the total number of shares reserved
for issuance under this Plan, the maximum number of
shares with respect to which options or Stock
Appreciation Rights may be granted to any individual,
the exercise price of outstanding options (other than
options granted prior to July 12, 1994) and the base
for measuring a Stock Appreciation Right and the number
of shares covered by each outstanding Benefit
(including the number of shares issuable upon exercise
of outstanding options granted prior to July 12, 1994,
which are exercisable for "reclassification packages"
consisting of a combination of cash and shares, so that
the number of shares included in each such
reclassification package shall adjust as herein
provided) shall be adjusted so that the aggregate
consideration payable to the Company and the value of
each such Benefit shall not be changed. The Committee
shall also have the right to provide for the
continuation of Benefits or for other equitable
adjustments after changes in the shares of Common Stock
resulting from the reorganization, sale, merger,
consolidation or similar occurrence.
(b) Notwithstanding any other provision of this
Plan, and without affecting the number of shares
otherwise reserved or available hereunder, the
Committee may authorize the issuance or assumption of
Benefits in connection with any merger, consolidation,
acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem
appropriate.
15. Amendment and Termination of Plan. The Board of
Directors of the Company may amend the Plan from time to time or
terminate the Plan at any time, but no such action shall reduce
the then existing amount of any participant's Benefit or
adversely change the terms and conditions thereof without the
participant's consent. However, except for adjustments expressly
provided for herein, no amendment may, without stockholder
approval, materially increase the number of shares which may be
issued.
Exhibit 12.1
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
Exhibit 12.2
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements