Summary of Compensation and Benefits for UAL Non-Employee Directors

Summary

This agreement outlines the compensation and benefits provided to non-employee directors of UAL Corporation. Directors receive an annual cash retainer, meeting fees, and additional compensation for chairing certain committees, with the option to take compensation in stock or defer it for tax purposes. They also receive complimentary flight and cargo benefits for themselves and their families, with reimbursement for related tax liabilities. Each year, directors are granted shares of UAL common stock and deferred stock units. The company also provides liability insurance and indemnification for directors and officers.

EX-10.1 4 dirtrvl.htm Summary of Compensation for

Exhibit 10.1

Summary Description of Compensation and Benefits for Directors

1. Cash Compensation of UAL Non-employee Directors. Non-employee directors receive an $18,000 annual retainer, $900 per meeting attended, and $2,700 per year for chairing certain Board committees. Cash compensation may also be taken in stock, and all cash and compensation may be deferred for tax purposes (see item 4 below).

2. Flight Benefits for Directors. Generally, directors, their spouses and their dependent children are entitled to complimentary positive space travel on United Airlines and United Express for pleasure or UAL business travel, and will be reimbursed annually for the income tax liability incurred in using this privilege.

3. Complimentary Cargo Carriage Policy for Directors. Directors receive complimentary cargo carriage (excludes ground transportation) for personal goods on United Airlines, for up to 2,500 pounds per year, and are reimbursed for the related income tax liability.

4. Stock-Based Compensation of UAL Non-employee Directors. Non-employee directors receive 400 shares of UAL common stock on the first business day of January each year, which they are asked to hold while they serve on the Board. Additionally, non-employee directors will be allocated 189 Deferred Stock Units on December 31 of each year. These shares are issued under the UAL Corporation 1995 Directors Plan. This Plan also permits director cash compensation to be taken in stock, as well as the deferral of receipt of cash or stock compensation for tax purposes.

5. Directors' and Officers' Liability Insurance and Indemnification. The Company has a policy which provides liability insurance for directors and officers of UAL and its subsidiaries.