Exhibit
99.2
EMPLOYMENT
AGREEMENT
AMENDMENT NO. 3
This Amendment No. 3 (this " Amendment ") to the Employment
Agreement dated September 5, 2002, among UAL Corporation, a
Delaware corporation (" UAL "), United Air Lines, Inc., a
Delaware corporation (" UA ", UAL and UA sometimes
collectively referred to herein as " United "), and Glenn F.
Tilton (the " Executive "), as amended on December 8, 2002
and February 17, 2003 (as so amended, the " Employment
Agreement "), is made as of this 29th day of September,
2006.
WHEREAS United desires to continue the employment of the Executive
as Chairman of the Board, President and Chief Executive Officer of
United and Executive desires to continue such employment, on the
terms and conditions hereinafter set forth;
WHEREAS pursuant to Section 10(f) of the Employment Agreement, the
Employment Agreement may be modified or amended by a writing signed
by United and the Executive; and
WHEREAS (a) the Employment Agreement has, prior to the date hereof,
been amended in connection with United's filing of a Chapter 11
bankruptcy petition with the U.S. Bankruptcy Court on December 9,
2002 (the " Bankruptcy Petition "), (b) the Executive has
voluntarily agreed on several occasions to reductions in the
Executive's compensation prior to the date hereof and (c) on
February 1, 2006, United emerged from bankruptcy protection;
NOW THEREFORE, for good and valuable consideration, which is hereby
acknowledged and agreed by the undersigned, each of UAL, UA and the
Executive (each a "party") agrees as follows (capitalized terms not
otherwise defined herein shall have the meaning assigned thereto in
the Employment Agreement):
1. Amendment and Restatement of Section 2.
Section 2 of the Employment Agreement shall be amended and restated
in its entirety to read as follows:
"Subject to earlier
termination in accordance with Section 4 below, Executive's
employment as Chairman of the Board, President and Chief Executive
Officer of United pursuant to the terms of this Agreement will
become effective on September 2, 2002 (the "Employment Date") and
will expire on the close of business on September 1, 2011 (the term
of Executive's employment hereunder, the "Employment Period").
Except with respect to those provisions which by their terms
survive the expiration of this Agreement, this Agreement will
terminate upon the expiration of the Employment Period."
2. Amendment and Restatement of Section
3(b). The Executive and United acknowledge that, in connection
with the filing of the Bankruptcy Petition and thereafter, the
Executive voluntarily agreed to certain reductions in his Base
Salary and other compensation and that, as a result of United's
emergence from bankruptcy, the parties desire to adjust
appropriately the Executive's Base Salary and to continue United's
practice with respect to senior executives of basing a significant
portion of total compensation on the annual and long-term
performance of United. Therefore, the parties agree that Section
3(b) of the Employment Agreement shall be amended and restated in
its entirety to read as follows:
"During the Employment Period, United will pay the Executive a base
salary (the "Base Salary") in accordance with United's standard
payroll practices. Effective as of September 1, 2006, the Base
Salary will be $850,000 per year. The Base Salary will be reviewed
as part of the normal salary administration program for United's
senior executives by the Human Resources Subcommittee of the Board
(the "Committee"), for the purpose of considering increases in the
Executive's Base Salary in light of the Committee's executive
compensation philosophy statement then in effect, the performance
by the Executive of his duties under this Agreement and base
salaries of chief executive officers of companies in the peer group
identified by the Committee in its executive compensation policy
(the "Peer Group"). During the Employment Period, the Committee
will review and consider further increases in the Base Salary, at
the times and pursuant to the procedures used in connection with
considering base salary adjustments for United's other senior
executives but no less than annually. Base Salary will not
thereafter during the term of this Agreement be decreased."
3. Amendment to Section 3(c). Section 3(c)
of the Employment Agreement shall be amended by adding the
following text immediately prior to the last sentence thereof:
"For purposes of this Section 3(c) only, Base Salary shall be
deemed to be the aggregate amount of base salary actually paid or
payable to Executive with respect to the applicable year."
4. Amendment to Sections 3(d) and 3(e).
Paragraph (ii) of each of Section 3(d) and Section 3(e) is hereby
deleted in its entirety and the text "[Intentionally Omitted]"
substituted therefor.
5. Amendment and Restatement of Section
3(f). Section 3(f) of the Employment Agreement shall be amended
and restated in its entirety to read as follows:
"In addition to other compensation to be paid under this Section 3,
the Executive will be entitled to participate during the Employment
Period in all long term incentive plans (including stock option,
restricted stock and other equity compensation plans and any other
long-term incentive plans (whether payable in cash, equity or other
property)) now maintained or hereafter established by United for
the purpose of providing long term incentive compensation to senior
executives of United. Beginning in 2007 and in each following year
during the remainder of the Employment Period, the Executive will
be entitled to receive awards under such long term incentive plans
that, in the case of each such year, will have an aggregate value
equal to no less than the amount determined by the Committee, based
upon
