United Airlines 2012 Annual Report Download - page 332

other payment hereunder (except as aforesaid in connection with a Change of Control and except with respect to fiscal years which have already ended prior to
such amendment or termination or prior to such Participant’s termination of employment with the Company and its subsidiaries).
(c) Participation in the Program shall not confer any right of future employment. The Program is not intended to create a pension or welfare benefit
plan and is intended to be exempt from application of the Employee Retirement Income Security Act of 1974, as amended. The Program is unfunded and shall
not create, or be construed to create, a trust or separate fund or funds, and each Participant shall be entitled only to look to the Company for any benefit
hereunder, and shall have no greater right than an unsecured creditor of the Company.
(d) No liability whatsoever shall attach to or be incurred by any past, present or future stockholders, officers, directors, or employees, as such,
of the Company or any of its subsidiaries, under or by reason of the Program or the administration thereof, and each Participant, in consideration of receiving
benefits and participating hereunder, expressly waives and releases any and all claims relating to any such liability.
(e) No incentive payment or Performance Award or other right, title, interest, or benefit hereunder shall ever be assignable or transferable, or liable
for, or charged with any of the torts or obligations of a Participant or any person claiming under a Participant, or be subject to seizure by any creditor of a
Participant or any person claiming under a Participant. No Participant or any person claiming under a Participant shall have the power to anticipate or dispose
of any incentive payment, Performance Award or other right, title, interest, or benefit hereunder in any manner until the same shall have actually been
distributed free and clear of the terms of the Program. Incentive payments hereunder shall be payable only to the Participant (or in the event of the death of a
Participant, any payment due under the Program to such Participant shall be made to such Participant’s estate). Notwithstanding the preceding provisions of
this paragraph, the Company shall comply with the terms of any qualified domestic relations order providing for the transfer or assignment of all or any
portion of a Participant’s interest under the Program. The provisions of the Program shall be binding on all successors and assigns of a Participant, including
without limitation the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant’s creditors.
(f) Wherever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be
considered to include the singular. The masculine gender, where appearing in the Program, shall be deemed to include the feminine gender.
(g) The Program shall be construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions
thereof.
(h) Notwithstanding any provision in Sections 5(c), 6 or 7 to the contrary, if a Participant’s Annual Incentive Payment for a fiscal year is to be
prorated pursuant to the terms of the Program and if such Participant’s Target Opportunity for such fiscal year changed during such fiscal year, then any
such proration shall be subject to adjustment by the Administrator in an equitable and appropriate manner to the extent necessary to reflect such change in
such
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