Maybe it is "fair". But the problem is that the market doesn't care about "fair".
Personally, I would absolutely refuse to sign such an agreement.
You can't force people to accept your contract. If all the good CEOs look at your contract and run away.... well now you are stuck with only bad CEOs who were desperate enough to agree to your contract. That is the market speaking.
It sounds like the lawsuit against United focuses on payments from a bonus program and a severance package.
If you have ever taken a job, you have signed an agreement that limits payments of performance bonuses and severance packages in the case of gross misconduct.
I suspect the employment agreements for the executives in this case included such clauses. The board failed to enforce them at an expense of millions of dollars. The investors are right to sue.
Personally, I would absolutely refuse to sign such an agreement.
You can't force people to accept your contract. If all the good CEOs look at your contract and run away.... well now you are stuck with only bad CEOs who were desperate enough to agree to your contract. That is the market speaking.