United Airlines 2012 Annual Report Download - page 327

(m) “Participant” means an Eligible Employee who has received a Performance Award under the Program with respect to a fiscal year of the
Company pursuant to Section 4.
(n) “Performance Target” means, with respect to a fiscal year, the minimum levels of Pre-tax Income and such other performance measures as
may be established by the Administrator that must be achieved for such fiscal year in order for a Participant to be eligible to receive an Annual Incentive
Payment for such fiscal year; provided, however, if such Participant is a “covered employee” within the meaning of section 162(m) of the Code or, who in the
Administrator’s judgment, is likely to be a covered employee with respect to such fiscal year, then the performance measures for purposes of such
Participant’s award shall be limited to the performance measures listed in Section 2(v) of the Incentive Plan 2010.
(o) “Pre-tax Income” means, with respect to each fiscal year, the aggregate consolidated net income adjusted to exclude reported income taxes of the
Company for such fiscal year as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special,
unusual or non-recurring items as determined by the Committee in accordance with applicable accounting rules.
(p) “Stretch Incentive Percentage” means, with respect to a Participant for a fiscal year, that percentage established by the Administrator as the
Stretch Incentive Percentage with respect to such Participant for such fiscal year pursuant to Section 4 hereof.
(q) “Stretch Level Pre-tax Income” with respect to a fiscal year means the amount established by the Committee as the Stretch Level Pre-tax Income
with respect to such fiscal year pursuant to Section 4 hereof.
(r) “Target Incentive Percentage” means, with respect to a Participant for a fiscal year, that percentage established by the Administrator as the
Target Incentive Percentage with respect to such Participant for such fiscal year pursuant to Section 4 hereof.
(s) “Target Level Pre-tax Income” with respect to a fiscal year means the amount established by the Committee as the Target Level Pre-tax Income
with respect to such fiscal year pursuant to Section 4 hereof.
(t) “Target Opportunity” means, with respect to a Participant for a fiscal year, a dollar amount established by the Administrator as the Target
Opportunity for such Participant with respect to such fiscal year (which, in the discretion of the Administrator, may be expressed as a percentage of such
Participant’s Base Salary for such fiscal year (or different percentages of such Participant’s Base Salary with respect to different portions of such fiscal
year)).
4. Administration.
(a) The Program shall be administered by the Administrator, so that (i) Performance Awards made to, and the administration (or interpretation of
any provision) of the Program as it relates to, any person who is subject to Section 16, shall be made or effected by the Committee, and (ii) Performance
Awards made to, and the administration (or interpretation of any provision) of the Program as it relates to, any person who is not subject to Section 16, shall
be made or effected by the Committee or the CEO (or, if the CEO is not a director of the
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