United Airlines 2012 Annual Report Download - page 325

Exhibit 10.43
UNITED CONTINENTAL HOLDINGS, INC.
ANNUAL INCENTIVE PROGRAM
(As Amended and Restated on February 21, 2013)
1. Purpose. This United Continental Holdings, Inc. Annual Incentive Program (the “ Program”) has been adopted by the Compensation Committee (the
“Committee”) of the Board of Directors of United Continental Holdings, Inc., a Delaware corporation (the “ Company”), to implement in part the “Performance
Award” provisions of the United Continental Holdings, Inc. Incentive Plan 2010, as amended from time to time (the “ Incentive Plan 2010”), and is intended to
provide a method for attracting, motivating, and retaining officers and employees of the Company and its subsidiaries and to compensate such officers and
employees based on performance measures of the Company and its consolidated subsidiaries as described herein. The Program and participation hereunder
shall be subject to the terms of the Incentive Plan 2010, including the limitation on the maximum amount of compensation that may be paid with respect to
Performance Awards (as such term is defined in the Incentive Plan 2010) as provided therein.
2. Participants. Each individual who is an Eligible Employee on the first day of a fiscal year of the Company or who becomes an Eligible Employee
after the first day of a fiscal year shall become a Participant and receive the opportunity to receive an Annual Incentive Payment with respect to such fiscal year
only if such individual is selected by the Administrator in its sole discretion (subject to the terms of any applicable employment agreement) for participation in
the Program with respect to such fiscal year prior to the last day of such fiscal year. Selection by the Administrator for participation in the Program for a fiscal
year or portion thereof constitutes a Performance Award under the Incentive Plan 2010. The Chief Executive Officer of the Company (the “ CEO”) shall have
the power to terminate any Participant’s participation in the Program upon written notice to such Participant of such termination and, only in the case of a
Participant who is subject to section 16 of the Securities Exchange Act of 1934, as amended (“ Section 16”), subject to ratification of such action by the
Committee.
3. Definitions. Where the following words and phrases are used in the Program, they shall have the respective meanings set forth below, unless the
context clearly indicates to the contrary:
(a) “Administrator” means the Committee or the CEO (if the CEO is a director of the Company), subject to the provisions of Section 4.
(b) “Annual Incentive Payment” means, with respect to a Participant for a fiscal year, the dollar amount calculated by multiplying such
Participant’s Target Opportunity with respect to such fiscal year by the applicable incentive percentage ( i.e., Entry Incentive Percentage, Target Incentive
Percentage, Stretch Incentive Percentage, and provided that the Administrator may provide for varying percentages (including through straight line
interpolation) between levels) determined by the Administrator based on the satisfaction of the Pre-tax Income performance measure and such other performance
measures as may be established by the Administrator under the Program.