Exhibit 10.4


 





 


RESTRICTED SHARE AWARD NOTICE


 


Restricted Share Award Notice under the UAL
Corporation 2008 Incentive Compensation Plan, dated as of «Grant_Month» «Grant_Day», «Grant_Year», between UAL Corporation, a Delaware
Corporation (the “Company”), and «First» «Last».


 


This Restricted Share Award Notice (this “Award
Notice”) sets forth the terms and conditions of an award of «Restricted_Shares» shares
(the “Award”) of the Company’s Common Stock, $0.01 par value, that are subject
to certain restrictions on transfer and risks of forfeiture and other terms and
conditions specified herein (“Restricted Shares”) and that are granted to you
under the UAL Corporation 2008 Incentive Compensation Plan (the “Plan”).


 


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 your rights with respect to all or a portion
of the Restricted Shares subject to this Award Notice may become fully vested,
and the restrictions set forth in this Award Notice may lapse, as provided in Section 3(a) of
this Award Notice.


 


SECTION 3.  Vesting and Delivery.  (a)  Vesting.  On each Vesting Date set forth below, your
rights with respect to the number of Restricted Shares that corresponds to such
Vesting Date, as specified in the chart below, shall become vested, and the
restrictions set forth in this Award Notice shall lapse, provided that you must
be 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, all outstanding Restricted Shares shall immediately become fully vested.


 

















 


	
  Vesting Date

  	
   

  	
  Percentage That
  Vests

  	
   

  	
  Number of
  Restricted

  Shares That Vest

  	
   

  	
  Aggregate Number of

  Restricted Shares

  Vested

  
	
  «Vesting_Date_1»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «Vesting_Date_2»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «Vesting_Date_3»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «Vesting_Date_4»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(b)  Delivery of Shares.  On and following the date of this Award
Notice, Restricted Shares may be evidenced in such manner as the Company may
determine.  If certificates representing
Restricted Shares are registered in your name, such certificates must bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Shares, until such time, if any, as your rights
with respect to such Restricted Shares become vested.  Upon the vesting of your rights with respect
to such Restricted Shares, the Company or other custodian, as applicable, shall
deliver such certificates to you or your legal representative.


 


SECTION 4.  Forfeiture of Restricted Shares.  Unless the Committee determines otherwise, and
except as otherwise provided in Section 3(a) 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 your
rights with respect to any Restricted Shares awarded to you pursuant to this Award
Notice have not become vested prior to the date of your Termination of
Employment, your rights with respect to such Restricted Shares shall
immediately terminate upon your Termination of Employment, and you will be
entitled to no further payments or benefits with respect thereto.


 


SECTION 5.   Non-Transferability of Restricted Shares.  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, Restricted Shares 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 6.  Withholding, Consents and Legends.  (a)  Withholding.  The delivery of Share certificates 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 Restricted Shares with respect to 


 





















 


which the restrictions set forth in this Award Notice have lapsed a
number of Shares having a Fair Market Value equal to such withholding
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
Share certificates 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 Restricted Shares 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 7.  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 8.  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 9.  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 Restricted Shares 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