2009 Executive Compensation Summary

UAL 2009 Security and Exchange Commission 10K
(Annual Report) Filing - Submitted April 20, 2010

United's 2009 Full Proxy Statement PDF

2009 Summary Compensation Table

Name and
Principal Position
(1)
Year Salary ($) Bonus
($)(1)
Stock Awards
($)(2)
Option Awards
($)(3)
Non-Equity Incentive Plan Compensation
($)4
All Other
Compensation
($)(5)
Total
Glenn F. Tilton*
Chairman, President & Chief Executive Officer

2009
2008
2007

$850,000
$850,000
$850,000
0 $1,336,500
0
0
$1,472,040
0
0
$695,640
$422,425
$205,504
$157,057
$155,968
$3,864,044
$1,702,697
$1,428,393
Mikells, Kathryn
Executive Vice President & Chief Financial Officer

2009
2008

$556,250
$362,500
0 $301,320
$497,700
$342,249
$458,500
0
$325,000
$69,359
$40,452
$1,269,178
$1,684,152
Peter D. McDonald
Executive Vice President & Chief Administrative Officer

2009
2008

$768,072
$754,292
0
0
$301,320
0
$342,249
0
0
$450,000
$1,566,910
$2,989,048
$2,978,551
$4,193,340
Tague, John
Executive Vice President & President of United Airlines

2009
2008
2007

$701,019
$641,404
$566,082
0 $476,280
$93,860
0
$542,815
$251,720
0
0
$450,000
$237,540
$89,439
$65,951
$60,402
$1,809,553
$1,502,935
$864,024
Atkinson, Graham
Executive Vice President & President Mileage Plus

2009

$522,504 0 $125,388 $142,420 0 $84,636 $874,948

(1) This table provides information regarding the Company’s principal executive officer (Mr. Tilton), principal financial officer (Ms. Mikells) and the three other most highly compensated executive officers in 2009, as determined in accordance with the applicable SEC disclosure rules. The table also provides information for 2008 and 2007 if the executive officer was included in the Summary Compensation Table for those years.

(2) Amounts disclosed in the Stock Awards column for 2009 relate to grants of RSUs made under the ICP. With respect to each RSU grant, the amounts disclosed reflect the full grant-date fair value in accordance with FASB ASC 718, Compensation—Stock Compensation (formerly FASB Statement No. 123R). Grant-date fair value of the RSU awards was determined by multiplying the number of RSUs awarded by the closing price of the Company’s common stock on the date of grant. Prior years have also been restated to reflect grant-date fair value of restricted stock awards made during those years.

(3) Amounts disclosed in the Option Awards column relate to grants of stock options made under the ICP. With respect to each stock option grant, the amounts disclosed reflect the full grant-date fair value in accordance with ASC 718. Grant-date fair value was determined using a generally accepted option valuation methodology referred to as the Black-Scholes Option Pricing Model. The assumptions used in calculating the grant-date fair value of each stock option award are disclosed in footnotes to the Company’s financial statements that are set forth in the Company’s 2009 Annual Report on Form 10-K. Prior years have also been restated to reflect grant-date fair value of awards made during those years.

(4) See following table titled “Explanation of All Other Compensation Disclosure” for details regarding amounts disclosed in the All Other Compensation column for 2009.

Explanation of All Other Compensation Disclosure

Name and
Principal
Position

Year

Insurance
 Premiums
 Paid by Registrant (1)

401K
 Company
 Contributions

401k Excess Cash (2)

Perquisites
(3)

Tax Gross-Up
(4)

Total

Glenn F. Tilton*
Chairman, President &
Chief Executive Officer

2009

$16,180

$17,150

$91,045

$71,316

$9,813

$205,504

Mikells, Kathryn
Executive Vice President & Chief Financial Officer

2009

$1,689

$15,925

$41,356

N/A

$10,389

$69,359

Peter D. McDonald
Executive Vice President & Chief Administrative Officer

2009

$10,699

$19,600

$77,846

$37,039

$1,421,726

$1,566,910

Tague, John
Executive Vice President &
President of United Airlines

2009

$3,423

$15,925

$58,891

N/A

$11,200

$89,439

Atkinson, Graham
Executive Vice President &
President Mileage Plus

2009

$7,307

$18,375

$44,907

N/A

$14,047

$84,636

(1) Represents the payment of supplemental insurance premiums on the named executive officers’ behalf.

(2) Represents the payment of Company direct and matching contributions that would have been made to the Company’s 401(k) plan on behalf of the named executive officer in the absence of contribution limits imposed under the Internal Revenue Code.

(3) Represents perquisites and other personal benefits received if the total value for that individual equals or exceeds $10,000. In each case, this column includes air travel on United Airlines and United Express carriers and reimbursement for financial management advisory services (in an amount of $34,000 for Mr. Tilton). Mr. Tilton was also provided with the use of a Company car and driver. The incremental cost to the Company relating to Mr. Tilton’s personal use of the Company car and driver in 2009 was $35,367, which represents the cost of fuel as well as a driver related to Mr. Tilton’s non-business use of the Company car. Mr. McDonald was also provided with reimbursement for club membership dues and a car allowance.

(4) Represents taxes paid on behalf of all named executive officers with regards to air travel on United Airlines and United Express flights and, with respect to Mr. McDonald, taxes paid on his behalf for legal expenses and the final disbursement of funds from his secular trust, which occurred on February 1, 2009.

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