Exhibit 10.5


UAL Corporation


Success Sharing Program —


Profit
Sharing Plan


I.                                         Plan
Purpose


A.                                   General. 
In connection with the reorganization under Chapter 11 of the United
States Bankruptcy Code of UAL Corporation (the “Company”) and its Affiliates
(collectively “United”), United employees have agreed to reductions in pay and
benefits as well as work rule changes designed to reduce costs and improve the
Company’s financial position.  The
purpose of this Success Sharing Program — Profit Sharing Plan (the “Plan”) is
to align the interests of United employees with the Company’s financial goals
by awarding all Qualified Employees eligible to receive an allocation for an
Award Year with a defined share of the Company’s profits if the Company’s
Pre-Tax Profit exceeds the Annual Plan Threshold for a fiscal year.


B.                                     Collective Bargaining.  As
it relates to Qualified Employees who are in the class or craft of employees
covered by a collective bargaining agreement with the Employer pursuant to
which the Employer has agreed to provide such Qualified Employees with
participation in a profit sharing bonus plan, this Plan is maintained pursuant
to such agreement.


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


D.                                    Effective Date.  The
Plan shall commence on January 1, 2006.


E.                                      Term.  The provisions
of the Plan shall continue indefinitely subject to termination by the Company,
or, as it relates to any Collective Bargaining Employee, subject to termination
pursuant to the terms of a collective bargaining agreement.


F.                                      International Employees.  The
Company does not intend to extend participation in the Plan to International
Employees.













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


AFA Employee Group.  “AFA Employee Group” means
the Qualified Employees who are in the class or craft of employees covered by
the collective bargaining agreement between the Employer and the Association of
Flight Attendants (“AFA”).


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


ALPA Employee Group.  “ALPA Employee Group” means
the Qualified Employees who are in the class or craft of employees covered by
the collective bargaining agreement between the Employer and the Air Lines
Pilots Association, International (“ALPA”).


AMFA Employee Group.  “AMFA Employee Group” means
the Qualified Employees who are in the class or craft of employees covered by
the mechanics collective bargaining agreement between the Company and the
Aircraft Mechanics Fraternal Association (“AMFA”).


Annual Plan Threshold.  Except as provided in Appendix C for certain groups of Qualified
Employees, “Annual Plan Threshold”
means ten million dollars ($10,000,000).


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


Award Year.  “Award Year” means the Plan Year for which a
profit sharing Award, if any, is determined under the Plan.


Board.  “Board” means the Board of
Directors of the Company.


Bonus Pool.  “Bonus Pool” means the
aggregate amount available for distribution as profit sharing Awards as
determined under Paragraph III.A, or, if applicable, Appendix C.


Code.  “Code” means the Internal
Revenue Code of 1986, as amended (including, when the context requires, all
regulations, interpretations and rulings issued thereunder).


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


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



 2
 









Company.  “Company” means UAL
Corporation.


Disability.  “Disability” means the Qualified Employee has
been determined to be disabled under the Employer’s long-term disability plan
in which such Qualified Employee participates, under the union-sponsored
long-term disability plan in which such Qualified Employee participates, or by
the Company pursuant to Plan Rules.


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


Engineering Group.  “Engineering Group”
means the Qualified Employees who are in the class or craft of employees
covered by the collective bargaining agreement between the Company and the
International Federation of Professional and Technical Engineers (“IFPTE”).


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


Flight Dispatcher Group.  “Flight Dispatcher Group” means the Qualified Employees who are in the
class or craft of employees covered by the collective bargaining agreement
between the Company and the Professional Airline Flight Control Association (“PAFCA”).


Furlough.  “Furlough” means a Qualified
Employee’s termination of employment with the Employer in connection with which
such Qualified Employee has reemployment rights, or, in the case of a
Collective Bargaining Employee, such other employment action as may be defined
as a “furlough” in the applicable collective bargaining agreement.


IAM Employee Group.  “IAM Employee Group” means
the Qualified Employees who are in the class or craft of employees covered by
the security officers, food service, ramp and stores, fleet technical
instructors and related employees, maintenance instructors, or public contact
employees’ collective bargaining agreements between the Company and the
International Association of Machinists and Aerospace Workers, District 141 (“IAM
141”).


IAM Mileage Plus Employee Group.  “IAM Mileage Plus Employee Group” means the
Qualified Employees who are in the class or craft of employees covered by the
collective bargaining agreement between the IAM 141 and Mileage Plus, Inc.


International Employee.  “International Employee”
means any regular full-time or regular part-time employee of an Employer whose
regular work is in a location outside of the United States but does not include
such employees in the AFA Employee Group or who are designated by the Company
as expatriates.


Management Employee.  “Management Employee” means an individual (i)
who is classified by the Employer as a Management Employee (on other than a
temporary reclassification basis), (ii) whose employment is for an indefinite
period, (iii) who is 



 3
 









employed in an Employer established job classification not covered by a
collective bargaining agreement, and (iv) who is on the Employer’s U.S.
payroll.


Management and Salaried Employee
Group.  “Management and
Salaried Employee Group” means the Qualified Employees of the Employer who are
classified as either a Management Employee or Salaried Employee.


Meteorologist Employee Group.  “Meteorologist Employee
Group” means the Qualified Employees who are in the class or craft of employees
covered by the collective bargaining agreement between the Company and the
Transport Workers Union of America (“TWU”).


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


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


Plan Year.  “Plan Year” means the
12-month period that corresponds to the Company’s fiscal year.


Pre-Tax Profit.  “Pre-Tax Profit” means the
Company’s consolidated net earnings as determined under U.S. generally accepted
accounting principles and reported in regulatory filings, but adjusted as
determined by the Committee to exclude any items (whether gains or losses)
otherwise included therein relating to (i) unusual, special, extraordinary or
nonrecurring charges, (ii) charges with respect to the grant, exercise or
vesting of equity awards or options granted to employees of the Company or any
Affiliate, (iii) expensed Awards under this Plan (whether or not yet paid), and
(iv) consolidated federal, state and local income tax expenses.


Qualified Employee.  “Qualified Employee” means all employees of
the Employer who during an Award Year are classified as regular full-time or
regular part-time employees, but shall exclude the following:


1.                                       Collective
Bargaining Employees who are covered by a collective bargaining agreement which
does not expressly provide for coverage under a profit sharing bonus plan such
as the Plan; and


2.                                       International
Employees.


Retirement.  “Retirement” means the Employee has retired
in accordance with the Employer’s employment policies and regulations.



 4
 









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


Year of Service.  “Year of Service” means one or more whole
years from a Qualified Employee’s most recent seniority date maintained on the
Employer’s employment records to the earlier of the employee’s termination of
employment with the Employer and Affiliate or the determination date.


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


II.            Participation.  


A.                                   Eligibility.  All
Qualified Employees are eligible to participate under the Plan.


B.                                     Termination of Employment.  
In order to be entitled to receive payment of an Award for an Award
Year, a Qualified Employee must be employed through the end of the Award Year
and following the Award Year and through the payment date, except as follows:


1.                                       All
Qualified Employees are entitled to payment of an Award if their employment is
involuntarily terminated (including Furlough), other than for Cause, during the
Award Year or after the Award Year and prior to the payment date.


2.                                       All
Qualified Employees are entitled to payment of an Award if their termination of
employment during an Award Year or after the end of the Award Year and prior to
the payment date, is on account of death, Disability or Retirement.


3.                                       All
Qualified Employees are entitled to payment if their termination of employment
is voluntary and occurs after the end of the Award Year and prior to the
payment date.


4.                                       The
Company (or the Committee, in case of Awards payable to Officers) may in its
sole discretion pay an Award to a Qualified Employee who is not otherwise
entitled to receive an Award because his or her termination of employment
occurred during the Award Year.


C.                                     Employee Classifications.  The designation of an individual
as an employee of an Employer within the meaning of the Plan, or as a person
who is not an employee of an Employer or as being within a particular employee
classification will be conclusive for all purposes of this Plan.  For purposes of this Plan, a temporary
reclassification or special assignment will be disregarded for purposes of
determining a Qualified Employee’s classification.  No reclassification of an individual as an
employee of an Employer, whether by judicial or administrative action or
otherwise, will be effective to qualify the individual as a Qualified Employee
under this Plan except as the Company agrees, and no reclassification will be
given retroactive effect, except as the Company agrees.



 5















 


III.                                 Profit
Sharing Awards.  


A.                                   Bonus Pool.  After
the end of each Award Year, if the Company’s Pre-Tax Profit exceeds the
specified Annual Plan Threshold for that year, a Bonus Pool will be established
in an aggregate amount equal to the following percentage of the Company’s
Pre-Tax Profit for the specified Award Year.


	
   

  	
  Year

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  	
   

  
	
   

  	
  2006

  	
   

  	
    7.5%

  
	
   

  	
  2007 and thereafter

  	
   

  	
  15.0%

  



 


B.                                     Allocation of Bonus Pool.  Once the Bonus Pool (established under
Paragraph III.A) is determined for an Award Year, each Qualified Employee
who:  (1) is a member of the ALPA
Employee Group, the AMFA Employee Group, the IAM Employee Group, the
Engineering Group, the Flight Dispatcher Employee Group, the Management and
Salaried Group, the Meteorologist Employee Group, or the AFA Group; and (2) has
completed a Year of Service as of December 31 of the Award Year is entitled to
an Award equal to such portion of the Bonus Pool that is in the same proportion
as his or her Wages for the Award Year bears to the total Wages for the Award
Year of all Qualified Employees who are eligible to receive an Award payment
for the Award Year under this Paragraph III.B. Awards for Qualified Employees
who are in the IAM Mileage Plus Employee Group are described in Appendix C.


C.                                     Wages.  Wages for a
Plan Year will be determined as follows:


1.                                       Compensation
Included.  “Wages” will only include
compensation paid (or payable) during a Plan Year to a Qualified Employee for
the period he or she is a Qualified Employee and shall include the items listed
in Appendix B as included in Wages. 
Wages will include compensation not paid as a result of an earnings
reduction election made by the Qualified Employee under a Code Sec. 125
cafeteria plan or under any qualified cash or deferred arrangement under Code
Sec. 401(k).


2.                                       Exclusions.  “Wages” will not
include the items of compensation or other payments listed in Appendix B as
excluded from Wages.


3.                                       Reemployment.  In the event a Qualified Employee terminates
employment and is reemployed by an Employer, such employee’s Wages will include
amounts paid during the applicable Plan Year, both prior to the termination and
following such reemployment.


4.                                       Determination
of Wages.  The Company’s Senior Vice
President — Human Resources will determine, in his or her discretion (subject
to a contrary



 6
 









requirement under
any applicable collective bargaining agreement determination under any
applicable collective bargaining agreement grievance procedure in the case of a
Collective Bargaining Employee), whether an item of compensation is included or
excluded from the definition of “Wages.”


D.                                    Time of Payment. 
Award payments will be made following determination of the Company’s
Pre-Tax Profit for the fiscal year, but not later than March 15 or as soon as
administratively practicable thereafter. 
Notwithstanding the foregoing, the Committee may, in its reasonable
discretion, vary the time for making the payments provided in Paragraph E
above, provided such modification does not cause the payments to become subject
to the tax under Section 409A of the Code. 
Nothing herein shall be construed to grant the Participant or any
beneficiary the right to elect a modification of the time for receiving
payments hereunder.


E.                                      Payment Methods.  Each Qualified Employee entitled to an Award
will receive payment of the Award in cash, subject to such employee’s right, if
any, to elect to defer receipt of a portion of such cash payment as may be
permitted under any Employer-sponsored 401(k) plan in which the Qualified
Employee is eligible to participate. 
Payment is subject to any applicable withholding taxes and other amounts
the Company reasonably determines it is obligated to withhold or deduct
pursuant to federal, state or local laws. 
Notwithstanding the foregoing:


1.                                       The
Committee shall have the right, in its reasonable discretion, to vary the form
of payment of Awards payable to Officers by payment in Company common
stock.  In the event the Company
reasonably anticipates that the Company’s deduction with respect to a payment
otherwise would be limited or eliminated by application of Section 162(m) of
the Code, the Committee may enter into an agreement with an Officer to provide
payment of an Award on a deferred basis through a bookkeeping account, the
value of which may be determined by reference to Company stock, provided such
written deferred payment arrangement complies with the requirements of Section
409A of the Code, including the requirement that the payment be made either at
the earliest date at which the Company reasonably anticipates the payment of
the amount will not be limited or eliminated by application of Section 162(m)
of the Code or the calendar year in which the officer separates from service
with the Company and all affiliates.


2.                                       Payment
of Awards for any employee group shall be made as a profit sharing contribution
to the applicable Employer-sponsored 401(k) plan if required under the terms of
the applicable collective bargaining agreement or, in the case of the
Management and Salaried Employee Group, if so determined by the Company.



 7
 









IV.                                Plan
Administration.


A.                                   Plan Administration. 
The Company or its delegate has the authority and responsibility to
manage and control the general administration of the Plan, except as to matters
expressly reserved in the Plan to the Committee.  Determinations, decisions and actions of the
Company or, if applicable, the Committee, in connection with the construction,
interpretation, administration, or application of the Plan will be final,
conclusive, and binding upon any Qualified Employee and any person claiming
under or through the Qualified Employee. 
No employee of an Employer, any member of the Board, any delegate of the
Board, or any member of the Committee will be liable for any determination,
decision, or action made in good faith with respect to the Plan or any Award
made under the Plan.


B.                                     Human Resources Subcommittee.  The Human Resources Subcommittee has the sole
authority and responsibility to administer Awards payable to Officers.


V.                                    Amendment
or Termination.


A.                                   Authority to Amend or Terminate Plan.  The Plan may at any time be amended,
modified, suspended or terminated, as the Company in its sole discretion
determines. Such amendment, modification, or termination of the Plan will not
require any notice or the consent, ratification, or approval of any party,
including any Qualified Employee who is then eligible to participate in the
Plan.


B.                                     Authority to Amend Awards. 
The Committee may reduce an Award payable to an Officer, and the Company
may reduce any Award other than an Award payable to an Officer, prior to the
payment of the Award to the extent it deems necessary or appropriate to comply
with laws, including applicable securities laws, local laws outside the United
States and the pooling of interests requirements in connection with a merger,
provided that nothing in this Paragraph affects the rights of Collective
Bargaining Employees under the applicable collective bargaining agreements to
an Award.


VI.                                Miscellaneous.


A.                                   No Contract of Employment, etc.  Neither
this Plan nor any award under the Plan constitutes 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 any Affiliate or to continue in any position
or at any level of compensation.  Nothing
contained in the Plan will prohibit or interfere with the Company’s or an
Affiliate’s right to assign projects, tasks and responsibilities to any
employee or to alter the nature of the Company’s or an Affiliate’s rights with
respect to the employee’s employment relationship, including the right to
terminate any employee at any time, with or without prior notice, and for any
reason within the constraints of existing law.



 8
 









B.                                          Governing
Law.  The validity, construction,
interpretation, administration and effect of the Plan and any rules,regulations
and actions relating to the Plan will be governed by and construed exclusively
in accordance with the laws of the United States and the State of Illinois,
notwithstanding the conflicts of law principles of any jurisdiction.


 


C.                                     Conflict.  Notwithstanding
anything to the contrary in the Plan, the Plan Rules or Plan administration,
the Employer’s obligations to Collective Bargaining Employees shall be governed
by the applicable collective bargaining agreements, and any conflict between
the terms of the Plan, the Plan Rules or Plan administration and the applicable
bargaining agreements with respect to Collective Bargaining Employees shall be
resolved in favor of the Employer’s obligations under the applicable collective
bargaining agreements.


IN
WITNESS WHEREOF, the Company has caused this Plan to be executed on its behalf,
effective as of January 1, 2006.


 


                                UAL CORPORATION


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  	
   Frederic F.
  Brace

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
    Frederic F.
  Brace

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
    Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
    and Chief
  Financial Officer

  



 



 9















Appendix
A


Participating
Affiliates


 


	
  Name

  	
  Commencing

  	
  Ending

  
	
   

  	
   

  	
   

  
	
  United Air Lines, Inc.

  	
  1/1/06

  	
   

  
	
   

  	
   

  	
   

  
	
  Mileage Plus, Inc.

  	
  1/1/06

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Appendix A - 1













Appendix
B


Wages


B-1.  Inclusions.  For purposes of Paragraph
III.C.1. the following items are included in the definition of Wages:


·                  base pay


·                  overtime pay


·                  holiday pay


·                  longevity pay


·                  sick pay


·                  lead/purser/service
director pay


·                  high skill
premium/longevity pay


·                  language premium


·                  international
and night flying premium pay


·                  pay for time
taken as vacation


·                  payment for
accrued vacation not taken as vacation when paid on account of (i) a leave or
(ii) a termination of employment due to a reduction in force or for military
leave


·                  shift
differential pay


·                  back pay (other
than judicial or administrative awards of grievance pay or back pay or
settlement thereof)


·                  delayed
activation pay


·                  bypass pay


·                  check pilot
premium pay


·                  double town
salary expense


·                  senior/junior
manning pay


·                  operational
integrity pay


·                  temporary
reclass pay


·                  Hawaiian
override


B-2.  Exclusions.  For purposes of Paragraph
III.C.2. the following items are excluded in the definition of Wages:


·                  deferred
compensation (other than pursuant to Code Sec. 125 or 401(k))


·                  moving expense
and similar allowances


·                  KERP I and KERP
II awards


·                  performance
incentive awards, profit sharing awards or sales incentive awards


·                  expense
reimbursements and per diems


·                  severance,
termination pay and related payments


·                  payment for
accrued vacation time not taken as vacation when paid on account of termination
of employment, other than on account of a reduction in force or for a military
leave


·                  disability and
workers compensation payments


·                  duty-free
commissions


·                  recognition
lump sums


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Appendix B - 1













·                  flight expense


·                  retropay created
by execution of a collective bargaining agreement, unless the collective
bargaining agreement requires inclusion


·                  reimbursable
cleaning


·                  Employer
contributions to employee benefit plans


·                  solely for
purposes of making an award payment under this Plan, judicial or administrative
awards for grievance pay or back pay (including settlements thereof)


·                  imputed income
for employee or dependent life insurance coverage


·                  imputed income
from pass service charges


·                  taxable travel


·                  imputed income
from domestic partner benefits


·                  cash payments
made pursuant to any agreement, program, arrangement or plan designed to
compensate an employee for amounts that may not be credited or allocated to the
employee under a qualified retirement plan due to limitations imposed by tax
laws


·                  taxable fringe
benefits, including taxable reimbursement of insurance premiums


·                  expatriate
allowances


·                  hiring bonuses
or other special payments relating to the initiation of employment


·                  amounts realized
with respect to restricted stock, non-qualified stock options or stock
appreciation rights


·                  lost luggage
advance


·                  interest
payments


·                  taxable
distributions of UAL common stock or notes (including cash in lieu of such
stock or notes) made in connection with UAL Corporation’s confirmed plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code


·                  payments
made to employees domiciled outside of the United States that are in lieu of
Employer contributions to a retirement plan.


B-3.  Special Crediting Rule.  For purposes of allocating
Wages earned by a Qualified Employee for services rendered during a Plan Year
but received following termination of employment, such Wages will be treated as
received on the Qualified Employee’s last day of employment with the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Appendix B - 2













Appendix
C


Special
Award Provisions


C-1         Purpose and Application.  The
purpose of this Appendix C to the UAL Corporation Success Sharing Program —
Profit Sharing Plan is to modify and supplement the provisions of the Plan as they
relate to Qualified Employees who are in the IAM Mileage Plus Employee Group.


C-2         Annual Plan Threshold.  For
purposes of this Appendix C, the Annual Plan Threshold means 10% of the
Company’s Net UAL Revenue for the specified Award Year, where “Net UAL Revenue”
means the Company’s consolidated Operating Revenues less “Regional affiliates”
expense, both as determined under U.S. generally accepted accounting principles
and reported in regulatory filings.


C-3         Bonus Pool.  For
purposes of this Appendix C, after the end of each Award Year, to the
extent that the Company’s Pre-Tax Profit exceeds the specified Annual Plan
Threshold under Section C-2 for that Year, a Bonus Pool will be established in
an aggregate amount equal to fifteen percent (15%) of the Company’s Pre-Tax
Profit that is in excess of the Annual Plan Threshold for that Award Year, but
not in excess of an amount equal to eight percent (8%) of the aggregate Wages
of all Qualified Employees eligible to receive payment of an Award for such
Award Year under this Appendix C.  The
IAM Mileage Plus Employee Group will be allocated 0.078625% of the Bonus Pool,
and the Qualified Employees in the IAM Mileage Plus Employee Group will receive
an allocation of the Bonus Pool as determined by the IAM 141.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Appendix C - 1