United Airlines 2011 Annual Report Download - page 199

SECTION 5. Non-Transferability of Restricted Shares. 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, Restricted Shares 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 6. Dividends and other Distributions. Dividends and other distributions that are paid or distributed with respect to a Restricted Share
(whether in the form of Shares or other property (including cash)) (referred to herein as “Distributions”) shall be subject to the risk of forfeiture applicable to
the related Restricted Share and shall be held by the Company or other depository as may be designated by the Committee as a depository for safekeeping. If
the Restricted Share to which such Distributions relate is forfeited to the Company, then such Distributions shall be forfeited to the Company at the same time
such Restricted Share is so forfeited. If the Restricted Share to which such Distributions relate becomes vested, then such Distributions shall be paid and
distributed to you as soon as administratively feasible after such Restricted Share becomes vested (but in no event later than March 15 of the calendar year
following the calendar year in which such vesting occurs). Distributions paid or distributed with respect to Restricted Shares shall bear such legends, if any,
as may be determined by the Committee to reflect the terms and conditions of this Agreement and to comply with applicable securities laws.
SECTION 7. Withholding, Consents and Legends. (a) Withholding. The delivery of Share certificates pursuant to Section 3(b) of this Award
Notice and the delivery of Distributions is conditioned on satisfaction of any applicable withholding taxes in accordance with Section 10(d) of the Plan. The
Company will withhold from the number of Restricted Shares otherwise deliverable to you pursuant to Section 3(b) and from Shares (or other securities)
otherwise deliverable to you pursuant to Section 6 a number of Shares (or, to the extent applicable, such other securities) having a Fair Market Value equal to
such withholding liability; provided that 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.
Consents. Your rights in respect of the Restricted Shares 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).
Legends. The Company may affix to certificates for Shares 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.
3