United Airlines 2012 Annual Report Download - page 330

(ii) Notwithstanding the provisions of Section 5(a), in addition to any reduction to an Annual Incentive Payment that may be required pursuant to
the provisions of Section 5(b)(i), the Administrator shall have the right, in its sole discretion, to reduce the Annual Incentive Payment of a Participant with
respect to a fiscal year that is otherwise payable to such Participant pursuant to Section 5(a); provided, however, that such reduction shall not be greater than
the Annual Incentive Payment that would have otherwise been payable (determined prior to any reduction pursuant to Section 5(b)(i)) multiplied by the
maximum reduction percentage, if any, for the applicable fiscal year as determined pursuant to Section 4(b). Any action by the Administrator pursuant to this
subparagraph may vary among individual Participants. The Administrator shall not have the right under this subparagraph to reduce any Annual Incentive
Payment that is payable pursuant to Section 6 or Section 7.
(c) Except as otherwise provided by the Administrator at the time a person becomes a Participant, if a person becomes a Participant after the first
day of a fiscal year, then such Participant’s Annual Incentive Payment, if any, with respect to such fiscal year shall be pro-rated based on a fraction, the
numerator of which is the number of days during the period beginning on the date of such Participant’s commencement of participation in the Program for
such fiscal year and ending on the last day of such fiscal year, and the denominator of which is 365.
6. Payments upon Certain Terminations of Employment. Notwithstanding the provisions of Section 5:
(a) If a Participant’s employment or transition agreement, if any, with the Company or a subsidiary thereof provides for an annual incentive
payment (or prorated portion thereof) with respect to the fiscal year in which such Participant terminates employment, then payment shall be made in
accordance with the terms of such employment or transition agreement without regard to the continuous employment requirement set forth in Section 5.
(b) If a Participant does not have an employment agreement with the Company or a subsidiary thereof, or if any such employment agreement does
not provide for an annual incentive payment (or prorated portion thereof) in the event the Participant’s employment terminates by reason of death or Disability,
then with respect to the fiscal year during which such Participant’s termination of employment due to death or Disability occurs, (i) the Pre-tax Income and any
other performance measures as may be established by the Committee for such fiscal year shall be deemed to be achieved at a level equal to the Target Level,
(ii) the Broad Based Payment shall be deemed to have been paid, and (iii) the Annual Incentive Payment shall be paid to the Participant or the Participant’s
estate (as the case may be) within 30 days following the Participant’s termination of employment on a pro-rated basis, calculated based on a fraction, the
numerator of which is the number of days during the period beginning on the first day of such fiscal year (or, if later, the date of such Participant’s
commencement of participation in the Program for such fiscal year) and ending on the date of the Participant’s termination of employment due to death or
Disability, and the denominator of which is 365.
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