United Airlines 2011 Annual Report Download - page 197

Exhibit 10.37
RESTRICTED SHARE AWARD NOTICE
to [NAME]
Pursuant to the United Continental Holdings, Inc.
2008 Incentive Compensation Plan
Restricted Share Award Notice under the United Continental Holdings, Inc. 2008 Incentive Compensation Plan (the “Plan”), dated as of
[Grant_Month] [Grant_Day], [Grant_Year], between United Continental Holdings, Inc., a Delaware Corporation (the “Company”), and
[Grantee_First_Name] [Grantee_Last_Name] .
This Restricted Share Award Notice (this “Award Notice”) sets forth the terms and conditions of an award of [Restricted Shares] shares (the
“Award”) of the Company’s Common Stock, $0.01 par value, that are subject to certain restrictions on transfer and risks of forfeiture and other terms and
conditions specified herein (“Restricted Shares”) and that are granted to you under the Plan.
SECTION 1. The Plan. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Notice. In the
event of any conflict between the terms of the Plan and the terms of this Award Notice, the terms of the Plan shall govern; provided, however, that this Award
shall be subject to the terms of any applicable employment agreement between you and the Company or an Affiliate that is in effect at the time of your
Termination of Employment (provided, however, that the terms of the Plan relating to the treatment of Awards upon death or disability shall govern
notwithstanding the terms of any such employment agreement).
SECTION 2. Definitions. Capitalized terms used in this Award Notice that are not defined in this Award Notice have the meanings as used or
defined in the Plan. As used in this Award Notice, the following terms have the meanings set forth below:
“Qualifying Event” means your Termination of Employment on the date upon which a Change of Control occurs or within two years thereafter
under circumstances which would permit you to receive a cash severance payment pursuant to an employment agreement between you and the Company or an
Affiliate or, if no such employment agreement exists, then pursuant to the severance plan, if any, of the Company or an Affiliate then covering you; provided,
however, that a Qualifying Event shall not include any such Termination of Employment that results from your voluntary separation from service which is
not treated as an “involuntary separation from service” pursuant to Treasury regulation section 1.409A-1(n)(2).
“Vesting Date” means the date on which your rights with respect to all or a portion of the Restricted Shares subject to this Award Notice may
become fully vested, and the restrictions set forth in this Award Notice may lapse, as provided in Section 3(a) of this Award Notice.