Exhibit 10.4
UAL Corporation
Success Sharing Program -
Performance Incentive Plan
I.
GENERAL
A.
PLAN PURPOSE.
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 SALARY REDUCTIONS AND OTHER WORK RULE CHANGES DESIGNED
TO REDUCE COSTS AND IMPROVE UNITED'S FINANCIAL POSITION.
THE PURPOSE OF THIS
SUCCESS SHARING PROGRAM - PERFORMANCE INCENTIVE PLAN (THE "PLAN") IS TO ALIGN
THE BEHAVIOR OF UNITED EMPLOYEES WITH THE OPERATIONAL AND FINANCIAL GOALS OF
UNITED BY PROVIDING QUALIFIED EMPLOYEES WITH A PERFORMANCE INCENTIVE CASH AWARD
BASED ON FINANCIAL AND OPERATIONAL PERFORMANCE GOALS.
IN ADDITION, THIS PLAN
AND THE SUCCESS SHARING PROGRAM - PROFIT SHARING PLAN IS INTENDED TO SERVE AS
THE ONGOING, BROAD-BASED, CASH PERFORMANCE INCENTIVE PROGRAM FOR MANAGEMENT
EMPLOYEES.
B.
COLLECTIVE BARGAINING.
AS IT RELATES TO
QUALIFIED EMPLOYEES WHO ARE SUBJECT TO THE PROVISIONS OF A COLLECTIVE BARGAINING
AGREEMENT PURSUANT TO WHICH THE EMPLOYER HAS AGREED TO PROVIDE SUCH QUALIFIED
EMPLOYEES WITH PARTICIPATION IN A PERFORMANCE INCENTIVE PLAN, THIS PLAN IS
MAINTAINED PURSUANT TO SUCH AGREEMENT.
AS IT RELATES TO QUALIFIED EMPLOYEES WHO
ARE IN THE CLASS OR CRAFT OF EMPLOYEES COVERED BY A COLLECTIVE BARGAINING
AGREEMENT WITH THE EMPLOYER, THE COMPANY (I) WILL PROVIDE SUCH INFORMATION
REQUESTED BY THE REPRESENTATIVE OF SUCH CRAFT OR CLASS OF EMPLOYEES TO PERMIT IT
TO AUDIT THE CALCULATION OF THE COMPANY'S PERFORMANCE UNDER THE PERFORMANCE
FORMULA ESTABLISHED UNDER THE PLAN FOR EACH PERFORMANCE PERIOD, AND (II) WILL
PROVIDE EXPEDITED ARBITRATION UNDER THE TERMS OF THE APPLICABLE COLLECTIVE
BARGAINING AGREEMENT FOR ANY DISPUTE WITH THE REPRESENTATIVE OF SUCH CRAFT OR
CLASS OF EMPLOYEES RELATING TO THE DETERMINATION AND PAYMENT OF AN INCENTIVE
AWARD UNDER THIS PLAN.
C.
CASH BONUS PLAN.
THE PLAN IS A CASH
BONUS PERFORMANCE INCENTIVE 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 INCENTIVE 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
OTHERWISE UNDER A PARTICULAR PENSION, RETIREMENT, WELFARE, INSURANCE, PROFIT
SHARING, OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT MAINTAINED OR CONTRIBUTED
TO BY AN EMPLOYER, THE PAYMENTS TO AN EMPLOYEE UNDER THE PLAN WILL 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.
INTERNATIONAL EMPLOYEES.
THE COMPANY
INTENDS TO EXTEND PARTICIPATION IN THE PLAN TO INTERNATIONAL EMPLOYEES IN A
MANNER WHICH IS MOST ADVANTAGEOUS TO THE EMPLOYER AND/OR
1
SUCH INTERNATIONAL EMPLOYEES AND CONSISTENT WITH LOCAL LAWS AND/OR COLLECTIVE
BARGAINING AGREEMENTS, BUT ONLY IF AND TO THE EXTENT THE TERMS OF THE