CLASS I JUNIOR PREFERRED STOCK SUBSCRIPTION AGREEMENT
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Exhibit 10.29
CLASS I JUNIOR PREFERRED STOCK SUBSCRIPTION AGREEMENT
This Agreement (the "Agreement")
has been made and entered into as of this 12th day of July, 1994, by and
among UAL Corporation, a Delaware corporation (the "Company"), the Air
Line Pilots Association, International ("ALPA"), pursuant to its authority
as the collective bargaining representative for the crafts or class of
pilots employed by United Airlines, Inc. ("United"), the International
Association of Machinists and Aerospace Workers ("IAM"), pursuant to its
authority as the collective bargaining representative for the crafts or
classes of mechanics and related employees, ramp and stores employees,
food service employees, dispatchers, and security officers employed by
United, and Xxxxx X. Xxxxxxxxxx (the "Proposed Class I Preferred Stockholder").
WHEREAS, pursuant to the terms of
and schedules to
the Agreement and Plan of Recapitalization,
dated as of
March 25, 1994, by and among the
Company, ALPA and the IAM
(as amended, the "Recapitalization
Agreement"), including
the terms of the restated certificate
of incorporation of
the company to be effective as of
the Effective Time (as
defined in the Recapitalization
Agreement) (the "Restated
Certificate") and the restated By-Laws
of the Company to be
effective as of the Effective Time
(the "Restated By-Laws")
(the Recapitalization Agreement,
the Restated Certificate
and the Restated By-Laws, collectively,
the "Governance
Documents"), the board of directors
of the Company (the
"Board") will, until the Termination
Date (as defined in the
Restated Certificate) consist of
twelve (12) directors
(subject to adjustment in certain
circumstances), four (4)
of whom are to be independent directors
(the "Independent
Directors") nominated and elected
and/or appointed as
provided in the Governance Documents
and in the Class I
Preferred Stockholders' Agreement
made and entered into as
of July 12, 1994 by and among the
Company, ALPA, the IAM and
the Individual Parties (as defined
therein) (the "Class I
Preferred Stockholders' Agreement");
WHEREAS, the ALPA and the IAM have
entered into the Recapitalization Agreement based in part on the composition
and operation of the Board as provided in the Governance Documents and
each has a substantial interest in assuring that the terms thereof and
of this Agreement are carried out;
WHEREAS, the Governance Documents contemplate that at the Effective Time, the Company shall issue to each Independent Director, and each Independent Director shall be the registered holder of, one share of the Class I Junior Preferred Stock of the Company (the "Class I Preferred Stock"), each such share of Class I Preferred Stock having the relative rights, privileges and powers as set forth in the Restated Certificate (the holders of the Class I Preferred Stock from time to time are referred to individually herein as a "Class I Preferred Stockholder" and are collectively referred to herein as the "Class I Preferred Stockholders");
WHEREAS, the Governance Documents
contemplate that Class I Preferred Stock may be held only by Independent
Directors and that each Independent Director shall be a Class I Preferred
Stockholder during such time as such person serves as an Independent Director;
and
WHEREAS, the parties hereto have
entered into this Agreement in order to effectuate the terms and intent
of the Governance Documents regarding the Independent Directors and the
issuance of the Class I Preferred Stock;
NOW, THEREFORE, in consideration
of the foregoing premises, the mutual covenants herein contained and other
good and valuable consideration the receipt of which is hereby acknowledged,
the parties hereto hereby agree as
follows:
1. Issuance
of the Class I Preferred Stock Consideration. The Proposed Class I
Preferred Stockholder hereby agrees to purchase from the Company and the
Company hereby agrees to sell to the Proposed Class I Preferred Stockholder
one share of Class I Preferred Stock. The consideration to be paid for
such one share of Class I Preferred Stock shall be the par value thereof
as set forth in the Restated Certificate.
2. Conditions
to Issuance of the Class I Preferred Stock. Notwithstanding anything
in this Agreement to the contrary, no shares of Class I Preferred Stock
shall be issued to the Proposed Class I Preferred Stockholder (i) unless
such individual simultaneously therewith executes and delivers to each
of the other parties thereto the Class I Preferred Stockholders' Agreement
in the form of Exhibit A annexed hereto or an agreement pursuant to which
such individual shall agree to be bound by the terms of the Class I Preferred
Stockholders' Agreement or (ii) if such issuance otherwise would be in
contravention of the terms and conditions set forth in any of the Governance
Documents, the Class I Preferred Stockholders' Agreement or this Agreement,
including but not limited to the terms and conditions regarding the qualifications
for Independent Directors set forth in Article FIFTH, Section 2.4 of the
Restated Certificate.
3. Representations
of the Proposed Class I Preferred Stockholder. The Proposed Class I
Preferred Stockholder hereby represents and warrants to the Company, the
ALPA and the IAM that he or she has reviewed, understands and acknowledges
(i) the relative rights, privileges and powers of the Class I Preferred
Stock set forth in the Governance Documents, including Article FOURTH,
Part X of the Restated Certificate, and (ii) the limitations, including
but not limited to the limitations with respect to the transfer of the
Class I Preferred Stock, including the automatic redemption thereof, and
the limitations with respect to the voting of the Class I Preferred Stock,
which are imposed on each Class I Preferred Stockholder pursuant
to the terms of the Governance Documents and the Class I Preferred
Stockholders' Agreement.
4. Representations
of the Company. The Company hereby represents and warrants to the Proposed
Class I Preferred Stockholder that the share of Class I Preferred Stock
being issued hereunder shall be duly authorized and, upon the payment of
the consideration therefor to the Company, validly issued, fully paid and
non-assessable.
5. Legends on
Certificates. All certificates representing shares of Class I Preferred
Stock shall contain one or more restrictive legends setting forth the restrictions
imposed on the Class I Preferred Stock, including the restrictions with
respect to transfer, including the automatic redemption thereof, and the
restriction with respect to voting, pursuant to the Governance Documents
and the Class I Preferred Stockholders' Agreement.
6. Binding Effect.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
provided that no party may assign, delegate or otherwise transfer any of
its rights or obligations under this Agreement without the written consent
of the other parties hereto.
7. Governing
Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware, without regard to the conflicts of
laws principles thereof.
8. Counterparts.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signature thereto
and hereto were upon the same instrument.
9. Specific
Performance. The parties hereto agree that if any of the provisions
of this Agreement were not performed in accordance with their specific
terms or were otherwise breached, irreparable damage would occur, no adequate
remedy of law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.
10. Amendments.
This Agreement may not be amended or modified unless such amendment or
modification is approved in writing by each of the parties hereto.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and, except as otherwise contemplated
hereby, supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
UAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice
President
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By:_____________________
Name:
Title:
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By:______________________ Name:
Title:
______________________
Xxxxx X. Xxxxxxxxxx
4
were otherwise breached, irreparabledamage
would occur, no
adequate remedy of law would exist
and damages would be difficult to determine, and that the parties shall
be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.
10. Amendments. This
Agreement may not be amended or modified unless such amendment or modification
is approved in writing by each of the parties hereto.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and, except as otherwise contemplated
hereby, supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
UAL CORPORATION
By:__________________ Name:
Title:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title:Chairman, UAL-MEC
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By:___________________
Name:
Title:
____________________
Xxxxx X. Xxxxxxxxxx
4 were otherwise breached, irreparable damage would occur, no adequate remedy of law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
10. Amendments. This
Agreement may not be amended or modified unless such amendment or modification
is approved in writing by each of the parties hereto.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and, except as otherwise contemplated
hereby, supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
UAL CORPORATION
By:_____________________
Name:
Title:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By:______________________
Name:
Title:
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By: /s/ Xxx Thiede_______ Name: Xxx Xxxxxx
Title: President & General Chairman
_____________________
Xxxxx X. Xxxxxxxxxx
were otherwise breached, irreparable
damage would occur, no adequate remedy of law would exist and damages would
be difficult to determine, and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law
or equity.
10. Amendments. This
Agreement may not be amended or modified unless such amendment or modification
is approved in writing by each of the parties hereto.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and, except as otherwise contemplated
hereby, supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
UAL CORPORATION
By:________________________
Name:
Title:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By:________________________
Name:
Title:
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By:________________________
Name:
Title:
/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx
were otherwise breached, irreparable
damage would occur, no adequate remedy of law would exist and damages would
be difficult to determine, and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law
or equity.
10. Amendments. This
Agreement may not be amended or modified unless such amendment or modification
is approved in writing by each of the parties hereto.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and, except as otherwise contemplated
hereby, supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
UAL CORPORATION
By:_______________________
Name:
Title:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By:_______________________
Name:
Title:
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By:_______________________
Name:
Title:
/s/ Xxxxxxx X. XxXxxxxxx
Xxxxxxx X. XxXxxxxxx
were otherwise breached, irreparabledamage
would occur,no adequate remedy of law would exist and damages would be
difficult to determine, and that the parties shall be entitled to specific
performance of the terms hereof, in, addition to any other remedy at law
or equity.
10. Amendments. This
Agreement may not be amended or modified unless such amendment or modification
is approved in writing by each of the parties hereto.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and, except as otherwise contemplated
hereby, supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
UAL CORPORATION
By:_____________________
Name:
Title:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By:_____________________
Name:
Title:
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By:_____________________
Name:
Title:
/s/ Xxxx X. Van
de Xxxx
Xxxx K. Van xx Xxxx
were otherwise breached, irreparable
damage would occur, no adequate remedy of law would exist and damages wouldbe
difficult to determine, and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law
or equity.
10. Amendments. This
Agreement may not be amended or modified unless such amendment or modification
is approved in writing by each of the parties hereto.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and, except as otherwise contemplated
hereby, supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
UAL CORPORATION
By:_____________________
Name:
Title:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
By:_____________________
Name:
Title:
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
By:_____________________
Name:
Title:
/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
EXHIBIT A TO THE
CLASS I PREFERRED
STOCKHOLDERS' AGREEMENT
In consideration of the receipt of
the one share of Class I Preferred Stock of the Company and other good
and valuable consideration the receipt of which is hereby acknowledged,
the undersigned hereby agrees to be bound by and perform each of the terms
of the Class I Preferred Stockholders' Agreement, made as of the
day of July, 1994, by and among the Company, ALPA, the IAM and certain
individuals who currently serve or heretofore have served as Independent
Directors of the Company (the "Agreement"), as if the undersigned were
an original Individual Party to the Agreement. Capitalized terms not defined
herein shall have the meanings ascribed to them in the Agreement and Plan
of Recapitalization, dated as of March 25, 1994, as amended from time to
time, by and among the Company, ALPA and the IAM.
IN WITNESS WHEREOF,
the
undersigned has executed this Agreement to be bound by the Class I Preferred
Stockholders' Agreement as of the date set forth below.
Dated: May 7, 1998
/s/ Xxxx X. Xxxxxxxxx, Xx
Xxxx X. Xxxxxxxxx, Xx.
10
EXHIBIT A TO THE
CLASS I PREFERRED
STOCKHOLDERS' AGREEMENT
In consideration of the receipt of
the one share of Class I Preferred Stock of the Company and other good
and valuable consideration the receipt of which is hereby acknowledged,
the undersigned hereby agrees to be bound by and perform each of the terms
of the Class I Preferred Stockholders' Agreement, made as of the
day of July, 1994, by and among the Company, ALFA, the IAM and certain
individuals who currently serve or heretofore have served as Independent
Directors of the Company (the "Agreement"), as if the undersigned were
an original Individual Party to the Agreement. Capitalized terms not defined
herein shall have the meanings ascribed to them in the Agreement and Plan
of Recapitalization, dated as of March 25, 1994, as amended from time to
time, by and among the Company, ALPA and the IAM.
IN WITNESS WHEREOF, the undersigned
has executed this Agreement to be bound by the Class I Preferred Stockholders'
Agreement as of the date set forth below.
Dated: May 18, 1999
/s/ Xxxxx X'Xxxxx
Xxxxx X'Xxxxx
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