United Airlines 2012 Annual Report Download - page 329

(c) With respect to each fiscal year during which the Program is effective, and in no event later than the time which will permit the Company to
pay any required Annual Incentive Payment for such fiscal year within the time period prescribed in Section 5, the Committee shall certify in writing
(including by electronic mail transmission), except as otherwise provided in Sections 6 and 7 below, prior to the payment of any Annual Incentive Payment,
whether the Performance Target has been achieved for such fiscal year and, if so, the level of the Performance Target achieved. For purposes of the preceding
sentence, approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification.
(d) The interpretation and construction by the Administrator of any provision of the Program, and any determination or action by the
Administrator pursuant to any provision hereof, will be final and conclusive for all purposes, and each Participant’s participation in the Program is expressly
subject to the foregoing. The Administrator shall not be liable for any action or determination taken or made in good faith or upon reliance in good faith on the
records of the Company or information presented to the Administrator by the Company’s officers, employees, or other persons (including the Company’s
outside auditors) as to matters such member reasonably believes are within such other person’s professional or expert competence. If a Participant disagrees
with any decision, determination, or action made or taken by the Administrator, then the dispute will be limited to whether the Administrator has satisfied its
duty to make such decision or determination or take such action in good faith.
5. Annual Incentive Payments.
(a) If (i) the Committee certifies in writing, in accordance with Section 4(c), that the Performance Target has been met for a fiscal year, and (ii) the
Broad Based Payment has been or will be paid with respect to such fiscal year, then each Participant in the Program who has remained continuously employed
by the Company or a subsidiary from the date that he or she became a Participant with respect to such fiscal year until the last day of such fiscal year, and
who has not otherwise surrendered the related Performance Award to the Company, shall receive, as soon as reasonably practicable after the applicable
certification by the Committee described in Section 4(c) above with respect to such fiscal year (but in no event later than March 15 of the year following the
end of such fiscal year), a cash payment equal to the Annual Incentive Payment, if any, for such Participant with respect to such fiscal year. For purposes of
clarity, if the applicable Performance Target has not been achieved or the Broad Based Payment has not been (or will not be, as the case may be) paid for a
fiscal year, then no Annual Incentive Payment shall be payable with respect to such fiscal year.
(b) (i) Notwithstanding the provisions of Section 5(a) and, except as provided in the last sentence of this subparagraph, notwithstanding the
provisions of Section 6(a), the Committee shall have the right, in its sole discretion, to reduce or eliminate any Annual Incentive Payment with respect to a
fiscal year that is otherwise payable pursuant to such Sections if the Committee determines in its discretion that such reduction or elimination is appropriate
and in the best interest of the Company based on the Company’s unrestricted cash, cash equivalents, and short term investments and cash readily accessible
under the Company’s unused lines of credit as of the end of such fiscal year; provided, however, that any such reduction or elimination shall apply in a
uniform and nondiscriminatory manner to all Participants who are, but for the application of this paragraph, entitled to receive an Annual Incentive Payment
under such Sections with respect to such fiscal year. The Committee shall not have the right under this subparagraph to reduce or eliminate any Annual
Incentive Payment that is payable pursuant to Section 6(b), Section 7 or, following a Change of Control, Section 6(a).
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