Filed by Bowne Pure Compliance






Exhibit 10.2




UAL CORPORATION

2006 DIRECTOR EQUITY INCENTIVE PLAN

AMENDMENT NO. 1




This Amendment No. 1 (this “Amendment”) to the UAL Corporation 2006 Director Equity
Incentive Plan, dated February 1, 2006 (the “DEIP”), sponsored by UAL Corporation, a
Delaware corporation (“UAL”), is made as of this 26th day of September 2008.



WHEREAS final regulations have been promulgated under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), pursuant to which UAL deems amendments to the DEIP
should be enacted to preserve, to the maximum extent reasonably practicable, the intended after-tax
benefits to the participants; and



WHEREAS pursuant to Section 15 of the DEIP, the DEIP may be amended by a writing approved by
the Board of Directors of UAL (the “Board”);



NOW THEREFORE, subject to approval of the Board, UAL hereby amends the DEIP for changes
necessary or desirable to comply with the final regulations under Section 409A of the Code, as
follows (capitalized terms not otherwise defined herein shall have the meaning assigned thereto in
the DEIP):



1. Amendment and Restatement of Section 2(i). Section 2(i) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(i) Change in Control. A “Change in Control” means an event described in
Section 12, provided such event is an event that qualifies as an event described in Section
409A(a)(2)(A)(v) of the Code.”



2. Amendment and Restatement of Section 2(m). Section 2(m) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(i) Continuity Directors. “Continuity Directors” means (1) those members of
the Board who were directors on the date hereof and (2) those members of the Board (other
than a director whose initial assumption of office was in connection with an actual or
threatened election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) who were elected or appointed by, or on the
nomination or recommendation of, at least a two-thirds majority of the then-existing
directors who either were directors on the date hereof or were previously so elected or
appointed.”



3. Amendment and Restatement of Section 2(p). Section 2(p) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(i) Disability. “Disability” means the Qualified Director is “disabled”
within the meaning of Section 409A of the Code. Such Disability will be determined by the
Committee on the basis of medical evidence satisfactory to it.”


 


 









 





4. Amendment and Restatement of Section 2(ii). Section 2(ii) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(ii) Unforeseeable Emergency. “Unforeseeable Emergency” means an
“unforeseeable emergency” within the meaning of Section 409A of the Code. The existence of
an unforeseeable emergency will be determined by the Committee.”



5. Amendment and Restatement of Section 7(a)(iv). Section 7(a)(iv) of the DEIP is
hereby amended and restated in its entirety to read as follows:




“(iv) Time of Distribution. Unless a Participant has elected in accordance
with Section 7(a)(i) to defer commencement of distribution until a specified date,
distribution to a Participant will be made (if in a lump sum) or will commence (if in
installments) in January of the year following the year in which the Participant experiences
a Separation from Service. Distributions upon a specified date will be made, or will
commence, as soon as administratively practicable following such specified date, but no
later than the end of the calendar year in which the specified date occurs or, if later, the
15th day of the third month following the specified date. If a lump sum
distribution from a Participant’s Share Account would otherwise be made after the record
date for a dividend but before the payment date for such dividend, the distribution of the
dividend will be made as soon as administratively practicable after the earnings credit has
been made to the Share Account pursuant to Section 6(d) on the payment date of the dividend,
but in no event later than the end of the calendar year in which the payment date of the
dividend occurs or, if later, the 15th day of the third month following the
payment date for such dividend.”



6. Amendment and Restatement of Section 7(b). Section 7(b) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(b) Distribution Due to Unforeseeable Emergency. Notwithstanding any
distribution election by a Participant to the contrary, except as set forth in this Section
7(b), a distribution will be made to a Participant from his or her Account if the
Participant submits a written distribution request to the Committee and the Committee
determines that the Participant has experienced an Unforeseeable Emergency. The amount of
the distribution may not exceed the amount reasonably necessary to satisfy the Unforeseeable
Emergency and may include the amount necessary to pay taxes, as determined by the Committee.
Payments made on account of an Unforeseeable Emergency will not be made to the extent that
such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise, by liquidation of the Participant’s assets (to the extent that such
liquidation itself would not cause severe financial hardship) or by cessation of deferrals
under Section 6(b) and/or 6(c), provided that determination of such limitations is
consistent with the requirements of Section 409A of the Code. Any distribution pursuant to
this Section 7(b) will be made by the end of the calendar year in which the event giving
rise to the Unforeseeable Emergency occurs or, if later, within 90 days of the occurrence of
such event and in the form of a lump sum payment that is in cash from the Cash Account and
in Shares from the Share Account (rounded up to the next whole Share). Any distribution
pursuant to this Section 7(b) will
be made first from the Participant’s Cash Account and then from the Participant’s Share
Account.”


 


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7. Amendment and Restatement of Section 7(c). Section 7(c) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(c) Small Benefits.




(i) Cash Account. If the balance of the Cash Account of a Participant who has
experienced a Separation from Service is $2,500 or less on the day of any installment
distribution pursuant to Section 7(a)(v)(B), such remaining balance and any cash account
balance of a plan of the Company’s that is required to be aggregated with this Plan under
Treasury Regulation Section 1.409A-1(c)(2) shall be distributed to the Participant, as soon
as administratively practicable, in the form of a lump sum distribution. Each installment
distribution to a Participant who has experienced a Separation from Service will be at least
$2,500 or such smaller amount that equals the balance of the Participant’s Cash Account.




(ii) Share Account. If the balance of the Share Account of a Participant who
has experienced a Separation from Service is fewer than 100 Share units as of the day of any
installment distribution pursuant to Section 7(a)(v)(B), such remaining balance and any
share account balance of a plan of the Company’s that is required to be aggregated with this
Plan under Treasury Regulation Section 1.409A-1(c)(2) shall be distributed to the
Participant, as soon as administratively practicable, in the form of a lump sum
distribution, that will consist of the number of Shares equal to the number of Share Units
credited to the Share Account as of that date and the number of share units credited to a
share account of any plan required to be aggregated with this Plan, rounded up to the next
whole Share. Each installment distribution to a Participant who has experienced a
Separation from Service must be at least 100 Share Units or such smaller number of Share
Units that remains in the Participant’s Share Account.




(iii) Any lump sum distribution pursuant to Sections 7(c)(i) and 7(c)(ii) shall not
exceed the applicable dollar amount under Code Section 402(g).”



8. Amendment and Restatement of Section 7(f)(i). Section 7(f)(i) of the DEIP is
hereby amended and restated in its entirety to read as follows:




“(i) Time. Distribution to a Beneficiary will be made by the end of the calendar year
of the Participant’s death or, if later, within 90 days of the Participant’s death; provided
that if a distribution from the Participant’s Share Account would otherwise be made after
the record date for a dividend but before the payment date for such dividend, the
distribution of the dividend will be made as soon as administratively practicable after the
earnings credit has been made to the Share Account pursuant to Section 6(d) on the payment
date of the dividend, but in no event later than the end of the calendar year in which the
payment date of the dividend occurs or, if later, the 15th day of the third month
following the payment date for such dividend.”


 


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9. Amendment and Restatement of Section 12(a). Section 12(a) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(a) A “Change in Control” shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:




(i) there is consummated a merger or consolidation to which the Company or any
Subsidiary of the Company is a party if the merger or consolidation would result in the
voting securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof ) less than 50% of the
combined voting power of the securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or consolidation;




(ii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) in the aggregate of securities of the Company representing 25% or more of the
total combined voting power of the Company’s then issued and outstanding securities is
acquired by any person or entity, or group of associated persons or entities acting in
concert; provided, however, that for purposes hereof, the following acquisitions shall not
constitute a Change in Control: (1) any acquisition by the Company or any of its
Subsidiaries, (2) any acquisition by any employee benefit plan (or related trust or
fiduciary) sponsored or maintained by the Company or any corporation controlled by the
Company, (3) any acquisition by an underwriter temporarily holding securities pursuant to an
offering of such securities, (4) any acquisition by a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company and (5) any acquisition in connection with a merger
or acquisition which, pursuant to paragraph (A) above, does not constitute a Change in
Control;




(iii) there is consummated a transaction contemplated by an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets, other than a
sale or disposition by the Company of all or substantially all of the Company’s assets to an
entity, at least 80% of the combined voting power of the voting securities of which are
owned by stockholders of the Company in substantially the same proportions as their
ownership in the Company immediately prior to such sale;




(iv) the stockholders of the Company approve any plan or proposal for the liquidation
of the Company; or




(v) the occurrence within any 24-month or shorter period of a change in the composition
of the Board such that the Continuity Directors cease for any reason to constitute at least
a majority of the Board.”


 


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10. Amendment to Section 12(b). Section 12(b) of the DEIP is hereby amended by
inserting the following text at the end thereof:




“Any outstanding Options and/or Stock Appreciation Rights, in lieu of which a cash
payment is made pursuant to this Section 12(b), shall terminate and be forfeited upon such
cash payment.”



11. Amendment to Section 12(d). Section 12(d) of the DEIP is hereby amended by
inserting the following text at the end thereof:




“Any such payments will be made no later than the end of the year in which the Change
in Control occurs, or if later, the 15th day of the third month following the
Change in Control event.”



12. Amendment and Restatement of Section 15(b). Section 15(b) of the DEIP is hereby
amended and restated in its entirety to read as follows:




“(b) Termination. The Company reserves the right to terminate the DEIP at any time.
The DEIP will terminate as of the date specified by the Company in a written instrument by
its authorized officers to the Committee, adopted in the manner of an amendment. Upon the
termination of the DEIP, Participant Accounts will continue to be paid in accordance with
the provisions of Section 7, subject to acceleration of distributions as permitted by
Section 7(h) and Treasury Regulation Section 1.409A-3(j)(4)(ix). No termination, suspension
or amendment of the DEIP may adversely affect any outstanding Periodic Award without the
consent of the affected Participant; provided, however, that this sentence will not impair
the right of the Board to take whatever action it deems appropriate under Section 3(c), 8,
9, 10 and 12(b) of the DEIP. Options and Stock Appreciation Rights outstanding upon
termination of the DEIP may continue to be exercised in accordance with their terms.”



IN WITNESS WHEREOF, UAL has executed this Amendment as of the date first above written.



	 	 	 	 	 
	UAL CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	/s/ Paul R. Lovejoy 	 	 
	 

	 	 

Name: Paul R. Lovejoy
	 	 
	 

	 	Title:   Senior Vice President, 
            General Counsel and Secretary	 	 





 


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