United Airlines 2012 Annual Report Download - page 328

Company, the Committee), unless the Program specifies that the Committee shall take specific action (in which case such action may only be taken by the
Committee) or the Committee (as to any Award described in this clause (ii) or the administration or interpretation of any specific provision of the Program)
specifies that it shall serve as Administrator. Notwithstanding the foregoing, the Committee may from time to time in its discretion put any conditions and
restrictions on the powers that may be exercised by the CEO in his or her capacity as Administrator. The action of a majority of the members of the Committee
will be the act of the Committee.
(b) Within 90 days after the beginning of each fiscal year of the Company beginning on or after January 1, 2013:
(i) the Committee shall establish in writing the Entry Level Pre-tax Income, the Target Level Pre-tax Income, the Stretch Level Pre-tax Income, and
the Change of Control Level with respect to the Pre-tax Income performance measure for such fiscal year and may establish such other performance measures
as may be established by the Administrator for such fiscal year for purposes of the Program; and
(ii) the Administrator shall establish in writing the Entry Incentive Percentage, the Target Incentive Percentage and the Stretch Incentive Percentage
for such fiscal year for each individual who is selected by the Administrator to be a Participant in the Program for such fiscal year; provided, however, that
the Administrator may select a Participant to participate and establish such percentages after such 90-day period, and provided further, that the Administrator
may allocate the Entry Incentive Percentage, the Target Incentive Percentage and the Stretch Incentive Percentage fully to the Pre-tax Income Performance Target
or may allocate a portion of such percentages to such other performance measures as may be established by the Administrator for such Participant with respect
to such fiscal year.
Each designation of Entry Level Pre-tax Income, Target Level Pre-tax Income, Stretch Level Pre-tax Income, and Change of Control Level with respect to the
Pre-tax Income performance measure shall be subject to adjustment by the Committee in its discretion, and each designation of Entry Incentive Percentage,
Target Incentive Percentage and Stretch Incentive Percentage shall be subject to adjustment as determined by the Administrator in its discretion, in each case as
a result of changes in accounting principles and other significant extraordinary items or events; provided that in respect of any Performance Award intended to
qualify as performance-based compensation within the meaning of section 162(m) of the Code, such adjustments may only be made if and to the extent
permitted by section 162(m) of the Code. At the time the Committee makes the designations described in the first sentence of this Section 4(b) with respect to a
fiscal year, the Committee may designate a maximum reduction percentage (which may range from 0% to 100%) that may be applied by the Administrator to
an Annual Incentive Payment for such fiscal year pursuant to Section 5(b)(ii). At the time a Participant receives an award under the Program for a fiscal year,
the Administrator shall determine the manner in which such Participant’s Base Salary and Target Opportunity for such fiscal year shall be determined.
4