ex10_2.htm


    
      

    

    Exhibit
10.2

     

    


    

     

     

    SHARE
UNIT AWARD NOTICE

     

    Share
Unit Award Notice under the UAL Corporation 2006 Director Equity Incentive Plan,
dated as of «Grant_Month»
«Grant_Day», «Grant_Year», between UAL Corporation, a Delaware
corporation (the “Company”), and «Grantee_First_Name»
«Grantee_Last_Name».

     

    This
Share Unit Award Notice (the “Award Notice”) sets forth the terms and conditions
of an award of «Share_Units» share units (the
“Award”) that are subject to the terms and conditions specified herein (“Share
Units”) and that are granted to you under the UAL Corporation 2006 Director
Equity Incentive Plan (the “Plan”).  This award constitutes an
unfunded and unsecured promise of the Company to deliver (or cause to be
delivered to you), subject to the terms of this Award Notice, a cash payment for
each Share Unit as set forth in Section 3 below.

     

    SECTION
1.  The
Plan.  This Award is made pursuant to the Plan, all the terms
of which are hereby incorporated in this Award Notice.  In the event
of any conflict between the terms of the Plan and the terms of this Award
Notice, the terms of the Plan shall govern.

     

    SECTION
2.  Definitions.  Capitalized
terms used in this Award Notice that are not defined in this Award Notice have
the meanings as used or defined in the Plan.

     

    SECTION
3.  Delivery of Cash Pursuant to
Settlement of Share Units.  Your rights to the Share Units are
fully vested as of the date of this Award Notice.  The Share Units,
including any Share Units credited to your Share Account for dividends in
accordance with Section 6(d)(ii) of the Plan, shall be settled in
cash.  You shall receive a lump sum cash payment in January of the
year following the year in which you experience a Separation from Service, equal
to the Market Price of a Share on the date of distribution, multiplied by the
number of Share Units (including any fraction thereof).  The Plan
provisions with respect to distributions other than upon Separation from Service
apply to such Share Units, except that such Share Units shall be distributed in
cash instead of in Shares.  Upon settlement, the Share Units shall be
extinguished and such number of Share Units will no longer be considered to be
held by you for any purpose.

     

    SECTION
4.  Voting Rights;
Dividends.  You do not have any of the rights of a stockholder
with respect to the Share Units granted to you pursuant to this Award
Notice.  Your Share Account will be credited with Share Units as of
the date on which dividends are paid, in accordance with Section 6(d)(ii) of the
Plan.

     

    SECTION
5.  Successors and Assigns of
the Company.  The terms and conditions of this Award Notice
shall be binding upon and shall inure to the benefit of the Company and its
successors and assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
6.  Committee
Discretion.  The Committee shall have full and plenary
discretion with respect to any actions to be taken or determinations to be made
in connection with this Award Notice, and its determinations shall be final,
binding and conclusive.

     

    SECTION
7.  Amendment of this Award
Notice.  The Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate
this Award Notice prospectively or retroactively; provided, however, that, except
as set forth in Section 15 of the Plan, any such waiver, amendment, alteration,
suspension, discontinuance, cancelation or termination that would materially and
adversely impair your rights under this Award Notice shall not to that extent be
effective without your consent (it being understood, notwithstanding the
foregoing proviso, that this Award Notice and the Share Units shall be subject
to the provisions of Section 3(c) of the Plan).