United Airlines 2011 Annual Report Download - page 198

SECTION 3. Vesting and Delivery. (a) Vesting. On each Vesting Date set forth below, your rights with respect to the number of Restricted Shares
that corresponds to such Vesting Date, as specified in the chart below, shall become vested, and the restrictions set forth in this Award Notice shall lapse,
provided that you must be employed by the Company or an Affiliate on the relevant Vesting Date, except as otherwise determined by the Committee in its sole
discretion or as provided in the Plan (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).
Vesting Date Percentage That Vests
Number of Restricted
Shares That Vest
Aggregate Number of
Restricted Shares
Vested
[To be established at the time of grant.]
Notwithstanding the preceding provisions of this Section 3(a), if you remain continuously employed by the Company or an Affiliate from the date of grant of
this Award until the date upon which a Qualifying Event occurs, then on the date of such Qualifying Event your rights with respect to all Restricted Shares
that are not then vested as provided above shall become vested, and the restrictions set forth in this Award Notice shall lapse with respect to all such Restricted
Shares. The provisions of Section 8 of the Plan shall not apply to this Award.
Delivery of Shares. On and following the date of this Award Notice, Restricted Shares may be evidenced in such manner as the Company may
determine. If certificates representing Restricted Shares are registered in your name, such certificates must bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted Shares, until such time, if any, as your rights with respect to such Restricted Shares become vested.
Upon the vesting of your rights with respect to such Restricted Shares, the Company or other custodian, as applicable, shall deliver such certificates to you or
your legal representative.
SECTION 4. Forfeiture of Restricted Shares. Unless the Committee determines otherwise, and except as otherwise provided in Section 3(a) of this
Award Notice, if your rights with respect to any Restricted Shares awarded to you pursuant to this Award Notice have not become vested prior to the date of
your Termination of Employment, your rights with respect to such Restricted Shares shall immediately terminate upon your Termination of Employment, and
you will be entitled to no further payments or benefits with respect thereto.
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