United Airlines 2007 Annual Report Download - page 163

annually on each Specified Employee Identification Date. Any Participant so identified, shall be a Specified Employee for the entire
12-month period beginning on the following Specified Employee Effective Date. To the extent the payments to be made during the first six
month period following a Specified Employee's termination of employment exceed such exempt amounts described in paragraph (c), those
payments shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month
after termination; provided that, if a Participant dies during such six-month period, any such delayed payments shall not be further delayed,
and shall be immediately payable to the Participant's devisee, legatee or other designee or, should there be no such designee, to the
Participant's estate in accordance with the applicable provisions of this Plan.
For purposes of this paragraph (d), "Specified Employee" means a Participant who is a specified employee within the meaning of Treasury
Regulation Section 1.409A-1(i); "Specified Employee Effective Date" means the April 1st next following a Specified Employee
Identification Date; and "Specified Employee Identification Date" means December 31st of each Plan Year."
5.
Section 5(a) of the Plan is amended by striking the second sentence thereof, and modifying the penultimate sentence thereof to read as follows:
"From and after the Effective Date, (a) the Company shall administer and operate this Plan in compliance with Section 409A of the Code
and any rules, regulations or other guidance promulgated thereunder as in effect from time to time and (b) in the event that the Company
determines that any provision of this Plan does not comply with Section 409A of the Code or any such rules, regulations or guidance and
that as a result any Participant may become subject to a Section 409A tax, notwithstanding Section 11, the Company shall have the
discretion to amend or modify such provision to avoid the application of such Section 409A tax, and in no event shall any Participant's
consent be required for such amendment or modification."
6.
Section 6(a) of the Plan is amended by adding the following sentence as the penultimate sentence thereof:
"Notwithstanding the foregoing provisions of this paragraph (a), to the extent the Severance Benefits are not exempt from Code
Section 409A as provided under Section 3(c) above, then an offset may be only be made from such non-exempt Severance Benefits where
the offset does not exceed $5,000 in any Plan Year, the outstanding financial obligation was incurred in the ordinary course of the
Participant's employment relationship, and the offset is made at the same time and in the same amount as the outstanding financial
obligation otherwise would have been due and collected from the Participant."
* * *
IN WITNESS WHEREOF, and as authorized by the Human Resources Subcommittee of the Board of Directors of UAL Corporation, this Amendment
No. 1 to the UAL CORPORATION AND UNITED AIR LINES, INC. EXECUTIVE SEVERANCE PLAN is executed on this 5 th day of December, 2007
Paul R. Lovejoy
Name
Senior Vice President,
General Counsel and Secretary
Title
/s/ Paul R. Lovejoy
Signature
2
Source: UNITED AIR LINES INC, 10-K, February 29, 2008