United Airlines 2009 Annual Report Download - page 162

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SECTION 5. Voting Rights; Dividends. You do not have any of the rights of a stockholder with respect to the RSUs granted to you pursuant to this
Award Notice. Prior to the date on which Shares (if any) are delivered to you in settlement of RSUs pursuant to this Award Notice, you shall not be entitled to
exercise any voting rights or to receive any dividends declared or paid with respect to any Shares underlying such RSUs.
SECTION 6. Non-Transferability of RSUs. Unless otherwise provided by the Committee in its discretion and notwithstanding clause (ii) of
Section 10(a) of the Plan, prior to the date that they become vested, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise
encumbered by you, otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company, provided that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.
SECTION 7. Withholding, Consents and Legends. (a) Withholding. The delivery of Shares or cash pursuant to Section 3(b) of this Award Notice is
conditioned on satisfaction of any applicable withholding taxes in accordance with Section 10(d) of the Plan. If the RSUs are settled in Shares, the Company will
withhold from the number of Shares otherwise deliverable to you pursuant to Section 3(b) a number of Shares having a Fair Market Value equal to such
withholding liability. If the RSUs are settled in cash, the Company will withhold from such cash payment an amount equal to such withholding liability. The
Company shall be authorized to take such actions as the Company may deem necessary (including, without limitation, in accordance with applicable law,
withholding amounts from any compensation or other amounts owing from the Company to you) to satisfy all obligations for the payment of such taxes.
(b) Consents. Your rights in respect of the RSUs are conditioned on the receipt to the full satisfaction of the Committee of any required consents that
the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party
recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).
(c) Legends. The Company may affix to certificates for Shares (if any) issued pursuant to this Award Notice any legend that the Committee
determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company
may advise the transfer agent to place a stop order against any legended Shares.
SECTION 8. Successors and Assigns of the Company. The terms and conditions of this Award Notice shall be binding upon and shall inure to the
benefit of the Company and its successors and assigns.
SECTION 9. Committee Discretion. The Committee shall have full and plenary discretion with respect to any actions to be taken or determinations
to be made in