United Airlines 2013 Annual Report Download - page 211

“Qualifying Event” means your Termination of Employment on the date upon which a Change of Control occurs or within two (2) years thereafter
under circumstances which would permit you to receive a cash severance payment pursuant to an employment agreement between you and the Company or an
Affiliate or, if no such employment agreement exists, then pursuant to the severance plan, if any, of the Company or an Affiliate then covering you; provided,
however, that a Qualifying Event shall not include any such Termination of Employment that results from your voluntary separation from service which is
not treated as an “involuntary separation from service” pursuant to Treasury regulation section 1.409A-1(n)(2).
“Vesting Date” means the date on which your rights with respect to all or a portion of the Restricted Shares subject to this Award Notice may become
fully vested, and the restrictions set forth in this Award Notice may lapse, as provided in Section 3(a) of this Award Notice.
SECTION 3. Vesting and Delivery.
(a) Vesting. This Award shall vest in _[vesting increment to be determined at date of grant ] increments on [vesting dates to be determined at
date of grant]. On each Vesting Date, your rights with respect to the number of Restricted Shares that corresponds to such Vesting Date, shall become vested,
and the restrictions set forth in this Award Notice shall lapse, provided that you must be employed by the Company or an Affiliate and have been and remain
in compliance with all of the terms and conditions contained in this Award Notice on the relevant Vesting Date, except as otherwise determined by the
Committee in its sole discretion or as provided in the Plan (subject to the terms of any applicable employment agreement between you and the Company or an
Affiliate that is in effect at the time of your Termination of Employment; provided, however, that the terms of the Plan relating to the treatment of Awards upon
death or disability shall govern notwithstanding the terms of any such employment agreement).
Notwithstanding the preceding provisions of this Section 3(a), if you remain continuously employed by the Company or an Affiliate from the date of
grant of this Award until the date upon which a Qualifying Event occurs, then on the date of such Qualifying Event your rights with respect to all Restricted
Shares that are not then vested as provided above shall become vested, and the restrictions set forth in this Award Notice (other than with respect to your
obligations under Section 8 of this Award) shall lapse with respect to all such Restricted Shares. The provisions of Section 8 of the Plan shall not apply to this
Award.
(b) Delivery of Shares. On and following the date of grant, Restricted Shares may be evidenced in such manner as the Company may determine. If
certificates representing Restricted Shares are registered in your name, such certificates must bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Restricted Shares, until such time, if any, as your rights with respect to such Restricted Shares become vested. Upon the
vesting of your rights with respect to such Restricted Shares, the Company or other custodian, as applicable, shall deliver such certificates to you or your legal
representative.
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