United Airlines 2012 Annual Report Download - page 326

(c) “Base Salary” with respect to a fiscal year means the Participant’s base annual salary with respect to such fiscal year payable or paid, as
applicable, by the Company or a consolidated subsidiary, as in effect on a date specified by the Administrator or over a period specified by the Administrator
for such fiscal year as determined by the Administrator at the time such Participant commences participation in the Program for such fiscal year (except as
otherwise specifically provided in the Program).
(d) “Broad Based Payment” means, with respect to a fiscal year, that a payment has been or will be paid under the Company’s broad-based profit
sharing plan to the participants in that plan with respect to such fiscal year.
(e) “Change of Control” means, with respect to the Performance Award at issue, a “Change of Control” as defined in the United Continental
Holdings, Inc. 2008 Incentive Compensation Plan as in effect on the date that the Committee makes the designations enumerated in Section 4(b) for such
Performance Award.
(f) “Change of Control Level” with respect to a fiscal year means the amount established by the Committee as the Change of Control Level with
respect to such fiscal year pursuant to Section 4 hereof.
(g) “Change Year” means the fiscal year during which a Change of Control occurs.
(h) “Code” means the Internal Revenue Code of 1986, as amended.
(i) “Disability” means, with respect to a Participant, the disability of such Participant such as would entitle such Participant to receive disability
income benefits pursuant to the long-term disability plan of the Company or a subsidiary then covering such Participant or, if no such plan exists or is
applicable to such Participant, the permanent and total disability of such Participant within the meaning of section 22(e)(3) of the Code; provided, however,
that if an amount payable pursuant to a Performance Award constitutes deferred compensation (within the meaning of section 409A of the Code) and payment
of such amount is intended to be triggered pursuant to section 409A(a)(2)(A)(ii) of the Code by a Participant’s disability, such term shall mean that such
Participant is considered “disabled” within the meaning of section 409A of the Code.
(j) “Eligible Employee” means any individual who is an officer of the Company or a subsidiary.
(k) “Entry Incentive Percentage” means, with respect to a Participant for a fiscal year, that percentage established by the Administrator as the
Entry Incentive Percentage with respect to such Participant for such fiscal year pursuant to Section 4 hereof.
(l) “Entry Level Pre-tax Income” with respect to a fiscal year means the amount established by the Committee as the Entry Level Pre-tax Income
with respect to such fiscal year pursuant to Section 4 hereof.
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