United Airlines 2012 Annual Report Download - page 331

(c) With respect to Sections 6(a) and 6(b), such payment shall be based on the Participant’s rate of annual base salary as in effect immediately
prior to his or her termination of employment (except, with respect to Section 6(a), as otherwise provided in the Participant’s employment or transition
agreement). Additionally, with respect to Section 6(b), the applicable certification of the achievement of the performance goal by the Committee described in
Sections 4 and 5 above shall not be required.
7. Payments upon a Change of Control. Notwithstanding the provisions of Section 5, if a Change of Control occurs, then the following shall apply
with respect to each Participant who is employed by the Company or a subsidiary on the day immediately preceding the Change of Control:
(a) With respect to the Change Year, (i) the Performance Target will be deemed to be achieved at the Change of Control Level, (ii) the Broad Based
Payment will be deemed to have been paid, (iii) the Annual Incentive Payment (prorated based on a fraction, the numerator of which is the number of days
during the period beginning on the date of the Participant’s commencement of participation in the Program for such Change Year and ending on the date of the
Change of Control, and the denominator of which is 365) shall be paid to the Participant on or before March 15 of the year following the Change Year, and
(iv) such Participant shall not be entitled to any other Annual Incentive Payment with respect to the Change Year.
(b) The payment described in Section 7(a) shall be based on the Participant’s rate of annual base salary as in effect on the first day of such
Change Year (or, if higher, as in effect immediately prior to the occurrence of the Change of Control). Additionally, with respect to Section 7(a), the applicable
certification of the achievement of the performance goal by the Committee described in Sections 4 and 5 above shall not be required.
8. Amendments, Termination and Other Matters.
(a) Subject to the other provisions of this Section 8, the Program may be amended from time to time or terminated by the Committee; provided that
the Program may not be amended or terminated in a manner that would impair the rights of any Participant with respect to any outstanding Performance Award
with respect to a fiscal year that has ended prior to such amendment or termination without the consent of such Participant, and may not be amended or
terminated in contemplation of or in connection with a Change of Control, nor may any Participant’s participation herein be terminated in connection with a
Change of Control, unless adequate and effective provision for the making of all payments otherwise payable pursuant to Section 7 of the Program (as in effect
on the date that the Committee makes the designations enumerated in Section 4(b) with respect to the applicable Performance Award) with respect to such
Change of Control shall be made in connection with any such amendment or termination.
(b) Except as otherwise provided in a Participant’s employment or transition agreement with the Company or a subsidiary of the Company,
(i) participation in the Program by a Participant shall terminate upon such Participant’s termination of employment with the Company and its subsidiaries or
as otherwise set forth herein, and (ii) no Participant shall have any right to continue to participate in the Program or have any vested right to any incentive or
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