United Airlines 2007 Annual Report Download - page 162

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Exhibit 10.5
UAL CORPORATION AND UNITED AIR LINES, INC.
EXECUTIVE SEVERANCE PLAN
AMENDMENT NO. 1
This Amendment No. 1 (this "Amendment") to the UAL Corporation and United Air Lines, Inc. Executive Severance Plan dated April 1, 2007 (the "Plan"),
is made as of January 1, 2008.
WHEREAS pursuant to Section 11 of the Plan, the Plan may be modified or amended by the Human Resources Subcommittee of the Board of Directors (the
"Committee"); and
WHEREAS pursuant to Section 5(a) of the Plan, United may make amendments to the Plan for the purpose of avoiding the application of penalties and
taxes upon the Executive under Section 409A of the Internal Revenue Code ("Section 409A"); and
WHEREAS, final regulations have been issued under Section 409A, which are effective as of January 1, 2008, and the Committee wishes to comply with
such regulations and the related transition guidance by amending the Plan prior to, and effective as of, January 1, 2008;
NOW THEREFORE, the Plan is hereby amended as follows (capitalized terms not otherwise defined herein shall have the meaning assigned thereto in the
Plan):
1.
Section 1 of the Plan is amended by adding the following definition:
""Plan Year" means the twelve-month period beginning each January 1st."
2.
The definition of "Termination Date" in Section 1 of the Plan is amended to read as follows:
""Termination Date" means, with respect to any Participant, the date on which the Participant's Qualifying Termination, in accordance with
the terms of the Plan, is effective. The last day of a Participant's active employment with the Company shall be considered such employee's
Termination Date for purposes of Company's employee benefit plans, unless provided otherwise pursuant to such plan."
3.
Section 3(a)(ii) of the Plan is amended by adding the following text at the end thereof:
"Notwithstanding the foregoing, in all events the reimbursement of medical and dental expenses must be made on or before the last day of
the calendar year following the year in which the expenses were incurred."
4.
Section 3 of the Plan is amended by adding a new subsection (c) and (d) to read as follows:
(c)
409A Exempt Payments. Each of the payments of severance and continued benefits under paragraphs (a)(i) and (ii) above are designated as
separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the exemption for
involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), and the exemption for medical
expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). As a result, (A) payments that are made on or before the
15th day of the third month of the calendar year following the applicable year of termination, (B) any additional payments that are made on
or before the last day of the second calendar year following the year of the Participant's termination and do not exceed the lesser of two
times the Participant's annual rate of pay in the year prior to his termination or two times the limit under Code Section 401(a)(17) then in
effect, and (C) continued medical expense reimbursements during the applicable COBRA period, are exempt from the requirements of
Code Section 409A.
(d)
Exempt Payments to Specified Employees. Notwithstanding any provision in this Plan to the contrary, Severance Benefits in excess of those
described in paragraph (c) to a Specified Employee shall not commence until at least six months after the date the Specified Employee
terminates employment. Whether a Participant is a Specified Employee shall be determined
Source: UNITED AIR LINES INC, 10-K, February 29, 2008