United Airlines 2009 Annual Report Download - page 156

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Paul R. Lovejoy
14. Complete Agreement; Severability. This Agreement is the exclusive and complete agreement between you and the Company relating to the subject
matter of this Agreement. No amendment of this Agreement will be binding unless in writing and signed by you and the Company. The parties acknowledge and
agree that if any provision of this Agreement is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any
controlling law, the rest of this Agreement will continue in full force and effect. Additionally, a court of competent jurisdiction is authorized to modify any
portion of this Agreement which is overbroad to make such portion enforceable.
15. Injunctive Relief, Fees and Expenses. If any legal action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to
injunctive relief and its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief in law or in equity to which the
prevailing party is entitled.
16. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN THE STATE OF ILLINOIS, AND, TO THE EXTENT NOT
PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, AND PERFORMANCE OF THIS AGREEMENT IN ALL RESPECTS SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW. THE
JURISDICTION AND VENUE FOR ANY DISPUTES ARISING UNDER, OR ANY ACTION BROUGHT TO ENFORCE (OR OTHERWISE RELATING
TO), THIS AGREEMENT WILL BE EXCLUSIVELY IN THE COURTS IN THE STATE OF ILLINOIS, COUNTY OF COOK, INCLUDING THE
FEDERAL COURTS LOCATED THEREIN (SHOULD FEDERAL JURISDICTION EXIST).
17. Section 409A Compliance. The payments and benefits under this Agreement are intended to comply with or be exempt from Section 409A of the
Internal Revenue Code of 1986, as amended, and the interpretative guidance thereunder (“Section 409A”), including the exceptions for short-term deferrals,
separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and
interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A, then such provision shall be
modified or restricted to the extent and in the manner necessary to be in compliance with such requirements and any such modification will attempt to maintain
the same economic results as were intended under this Agreement. The Company cannot guarantee that the payments and benefits that may be paid or provided
pursuant to this Agreement will satisfy all applicable provisions of Section 409A. Each payment under this Agreement is intended to be treated as one of a series
of separate payment for purposes of Section 409A and Treasury Regulation § 1.409A-2(b)(2)(iii) (or any similar or successor provisions).
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