United Airlines 2009 Annual Report Download - page 154

Paul R. Lovejoy
6. Indemnification and Insurance. You shall continue to be indemnified for your actions taken while employed by the Company to the same extent as
other former employees of the Company at your job level under the Company’s Corporate Charter as in effect on the date hereof, and you shall continue to be
covered by the Company’s directors and officers liability insurance policy as in effect from time to time to the same extent as other former employees of the
Company at your job level, each subject to the requirements of the General Corporation Law of the State of Delaware.
7. Your Future Cooperation. You further agree that during the Separation Pay Period (as defined in Attachment A), you will cooperate with the
Company and its attorneys with respect to any matter (including litigation, investigation, or governmental proceeding) that relates to matters with which you
were involved while you were employed by the Company. Your required cooperation may include appearing from time to time at the Company’s offices or its
attorneys’ offices for conferences and interviews, and in general providing the Company and its attorneys with the full benefit of your knowledge with respect to
any such matter. You agree to cooperate in a timely fashion and at times that are agreeable to both parties. During the Separation Pay Period, you will be
reimbursed by the Company for reasonable out-of-pocket costs and expenses incurred in cooperating with respect to the above matters. Following the Separation
Pay Period, your further cooperation with respect to such matters shall be subject to agreement between you and the Company.
8. Noncompetition. You agree that during the Separation Pay Period you will not, without the prior written consent of the Company, take a Competitive
Position with any of the following air carriers (including their parents, subsidiaries, affiliates, and successors): Alaska, American, Continental, Delta, Frontier,
Hawaiian, JetBlue, Northwest, Southwest, US Airways, or Virgin America. The term “Competitive Position” means: (i) any position as a management-level
employee; (ii) membership on the board of directors; or (iii) providing services similar to a management-level employee as a consultant, independent contractor,
or otherwise. The Company agrees that it will consider any such request by you in good faith. You acknowledge that there are sufficient opportunities for
employment with non-airline employers as well as airlines other than those named above (such as regional, cargo and international airlines) that this
noncompetition provision will not significantly impair your ability to find employment. This noncompetition provision is effective and binding to the extent
permissible under Rule 5.6 of the Illinois Rules of Professional Conduct.
9. Nonsolicitation. You agree that you will not, during the Separation Pay Period, directly or indirectly, for the benefit of yourself, another airline or air
carrier: (i) raid, hire, or solicit any employee of the Company; (ii) attempt to persuade any employee of the Company to leave the employ of the Company; or
(iii) hire or solicit any person who was employed by the Company during the 6 months preceding the Separation Date who possesses Confidential Information
(as defined in Section 11 below). This nonsolicitation provision is effective and binding to the extent permissible under Rule 5.6 of the Illinois Rules of
Professional Conduct.
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