Summary of Compensation and Benefits for UAL Corporation Non-Employee Directors
This document outlines the compensation and benefits provided to non-employee directors of UAL Corporation after its emergence from bankruptcy. Directors receive annual cash retainers, meeting fees, and additional compensation for committee leadership roles. They and their families are entitled to complimentary travel and cargo carriage on United Airlines, with reimbursement for related tax liabilities. Non-employee directors may also receive stock-based awards and have the option to defer compensation. The company provides liability insurance and indemnification for directors as described in its corporate charter.
1. Cash Compensation of Non-employee Directors. Effective upon the Company's emergence from bankruptcy, non-employee directors receive a $20,000 annual retainer, $1,000 per meeting attended, and $5,000 per year for chairing certain Board committees; provided, however, that each of the Chair of the Audit Committee and the Lead Director receive $10,000 per year.
3. Complimentary Cargo Carriage Policy for Directors. Directors receive complimentary cargo carriage (excluding 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 Non-employee Directors. Under the UAL Corporation 2006 Director Equity Incentive Plan, non-employee directors may receive awards in the form of UAL common stock, restricted stock, stock options, stock appreciation rights and/or deferred stock units representing the right to receive UAL stock in the future. In addition, the Plan permits non-employee directors to elect, for tax purposes, to defer receipt of compensation through deferred stock units representing the right to receive UAL stock in the future.
