Exhibit 10.6


 





 


RESTRICTED STOCK UNIT AWARD NOTICE


 


Restricted Stock Unit Award Notice under the
UAL Corporation 2008 Incentive Compensation Plan, dated as of «Month» «Day»,
«Year», between UAL Corporation, a Delaware
corporation (the “Company”), and «First» «Last».


 


This Restricted Stock Unit Award Notice (the “Award
Notice”) sets forth the terms and conditions of an award of «RSUs» restricted stock units (the “Award”)
that are subject to the terms and conditions specified herein (“RSUs”) and that
are granted to you under the UAL Corporation 2008 Incentive Compensation 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 Agreement, a share of the
Company’s Common Stock, $0.01 par value (a “Share”), for each RSU 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.  As used in this Award
Notice, the following terms have the meanings set forth below:


 


“Cause” shall have the meaning set
forth in the UAL Corporation Executive Severance Plan, or any successor plan
thereto, as in effect from time to time.


 


“Vesting Date” means the date on which
you become entitled to delivery of Shares in settlement of the RSUs subject to
this Award Notice, as provided in Section 3(a) of this Award Notice.


 


SECTION 3.  Vesting and Delivery.  (a)  Vesting.  On each Vesting Date set forth below, you
shall become entitled to delivery of Shares in settlement of the number of RSUs
that corresponds to such Vesting Date, as specified in the chart below, provided
that you must be actively employed by the Company or an Affiliate on the
relevant Vesting Date, except as otherwise determined by the Committee in its
sole discretion, provided further that, in the event of your Termination of
Employment by reason of death or Disability, you shall immediately become
entitled to settlement of all outstanding RSUs.


 

















 


	
  Scheduled Vesting Date

  	
   

  	
  Percentage That

  Vests

  	
   

  	
  Number of RSUs

  That Vest

  	
   

  	
  Aggregate

  Number of

  RSUs Vested

  
	
  «Vesting_Date_1»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «Vesting_Date_2»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «Vesting_Date_3»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «Vesting_Date_4»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(b)  Delivery of Shares.  On each Vesting Date, the Company shall
deliver to you one Share for each RSU that is scheduled to be settled on such
date in accordance with the terms of this Award Notice.


 


SECTION 4.  Forfeiture of RSUs.  Unless the Committee determines otherwise, and
except as otherwise provided in Section 3 of this Award Notice, Section 8
of the Plan regarding Change of Control or Section 9(a) of the Plan
regarding Termination of Employment as a result of death or Disability, if the
Vesting Date with respect to any RSUs awarded to you pursuant to this Award
Notice has not occurred prior to the date of your Termination of Employment,
your rights with respect to such RSUs shall immediately terminate upon your
Termination of Employment, and you will be entitled to no further payments or
benefits with respect thereto.


 


SECTION 5.  Voting Rights; Dividend
Equivalents.  Prior to the
date on which Shares are delivered to you in settlement of RSUs pursuant to
this Award Notice, you shall not be entitled to exercise any voting rights with
respect to the Shares underlying such RSUs.  Notwithstanding the foregoing, in the event
that, during the period in which any RSUs are outstanding, a dividend is
declared with respect to Shares (whether payable in cash or in Shares), then
within 30 days following the date that such dividend is declared, you shall be
paid an amount in cash equal to (i) in the case of a dividend that was
paid in cash, the product of the per Share amount of such cash dividend
multiplied by the number of then outstanding RSUs, and (ii) in the case of
a dividend that was paid in Shares, the Fair Market Value of the Shares that
you would have received if the then outstanding RSUs had been Shares.


 


SECTION 6.  Non-Transferability of RSUs.  Unless otherwise provided by the Committee in
its discretion and notwithstanding clause (ii) of Section 10(a) of
the Plan, prior to the date that they become vested, RSUs may not be sold,
assigned, alienated, transferred, pledged, attached or otherwise encumbered by
you, otherwise than by will or by the laws of descent and distribution, and any
such purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company, provided that
the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.


 





















 


SECTION 7.  Withholding, Consents and
Legends.  (a)  Withholding.  The delivery of Shares pursuant to Section 3(b) of
this Award Notice is conditioned on satisfaction of any applicable withholding
taxes in accordance with Section 10(d) of the Plan.  You may satisfy, in whole or in part, the
foregoing withholding liability by having the Company withhold from the number
of Shares you would be entitled to receive upon vesting of the RSUs, a number
of Shares having a Fair Market Value equal to such withholding tax liability.  In the absence of any instruction from you or
the Company, the default method of satisfying withholding liability will be
that the Company will withhold from the number of Shares otherwise deliverable
to you pursuant to Section 3(b) a number of Shares having a Fair
Market Value equal to such withholding liability; provided that the Company
shall be authorized to take such actions as the Company may deem necessary
(including, without limitation, in accordance with applicable law, withholding
amounts from any compensation or other amounts owing from the Company to you)
to satisfy all obligations for the payment of such taxes.


 


(b)  Consents.  Your rights in respect of the RSUs are
conditioned on the receipt to the full satisfaction of the Committee of any
required consents that the Committee may determine to be necessary or advisable
(including, without limitation, your consenting to the Company’s supplying to
any third-party recordkeeper of the Plan such personal information as the
Committee deems advisable to administer the Plan).


 


(c)  Legends.  The Company may affix to certificates for Shares
issued pursuant to this Award Notice any legend that the Committee determines
to be necessary or advisable (including to reflect any restrictions to which
you may be subject under any applicable securities laws).  The Company may advise the transfer agent to
place a stop order against any legended Shares.


 


SECTION 8.  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 9.  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 10.  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 10(e) 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 RSUs shall be subject to the provisions of Section 7(c) of
the Plan).


 





















 


IN WITNESS WHEREOF, the Company has duly
executed this Award Notice as of the date first written above.


 


	
   

  	
  UAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:  Glenn
  F. Tilton

  
	
   

  	
   

  	
    Title:    Chairman,
  President & CEO