United Airlines 2012 Annual Report Download - page 337

Exhibit 10.50
Description of Compensation and Benefits for Non-Employee Directors
Active non-employee directors of United Continental Holdings, Inc. (the “Company”) elected by the holders of the Company’s Common Stock (for this
summary, “directors”) receive the compensation and benefits described in this summary.
Cash and Equity Compensation. Active directors receive the following annual cash and equity compensation: (i) cash retainer of $80,000; (ii) Lead
Independent Director receives additional cash retainer of $25,000; (iii) grant of $125,000 of Restricted Stock Units granted following election to the Board at
the annual meeting of stockholders and valued based on the average of the high and low sales prices of the Company’s common stock on the date of grant
(represents value to be awarded beginning in 2013 and increased from $80,000 grant value in 2012); (iv) Chair of the Audit Committee receives $20,000 and
members receive $10,000; (v) Chair of the Compensation, Executive, Finance, and Nominating/Governance Committees receive $15,000 and members receive
$7,500; and (vi) Co-Chairs of the Public Responsibility Committee receive $10,000 and members receive $5,000.
Travel Benefits.
UATP Travel Card. Each director receives a UATP Travel Card to be used for leisure travel on the Continental and United systems. The annual travel limit
of the UATP Travel Card for 2013 is $40,289.
Space Available Travel. In addition to the UATP Travel Card, each director and his or her eligible family members receive space available flight passes.
Tax Gross-Up. Each director is entitled to an annual tax gross-up payment for travel. The annual limit for 2013 is $27,699. The gross-up is intended to
reimburse a director for taxes incurred as a result of including the leisure travel benefits in his or her income.
Club Membership. Each director and the director’s spouse or qualified domestic partner receive membership in the United Club (or any successor program).
Frequent Flyer Status. Each director and the director’s spouse or qualified domestic partner receive 1K Global Services Status.
Lifetime Benefits. A director who (i) served as a member of the Board on October 1, 2010 or (ii) becomes a member of the Board following October 1, 2010
and attains at least five consecutive years of service, shall be eligible to receive, along with his or her spouse or qualified domestic partner, a UATP Travel
Card, club membership and frequent flyer status for his or her lifetime. Directors who were eligible to receive reimbursement for taxes incurred on post-
separation flight benefits pursuant to a similar policy with UAL Corporation or Continental Airlines, Inc. prior to October 1, 2010 will receive tax gross-up
payments for the lifetime of the director.