United Airlines 2013 Annual Report Download - page 215

compensation) in any capacity, whether as an employee, consultant, partner, or otherwise, to any Competitor (as defined below) that (1) are the same or
similar to the services Grantee provided to the Company or (2) creates the reasonable risk that Grantee will (willfully, inadvertently or inevitably) use or
disclose the Company’s Proprietary or Confidential Information. “Competitor” means any airline or air carrier that operates or does business in any State,
territory, or protectorate of the United States in which the Company or an Affiliate does business and/or in any foreign country in which the Company or an
Affiliate has an office, station, or branch or conducts business through its worldwide route structure, as of the date of Grantee’s termination of employment
with the Company or any of its Affiliates. Grantee acknowledges that the Company and its Affiliates compete in a world-wide air transportation market that
includes passenger transportation and services, air cargo services, repair and maintenance of aircraft and staffing services for third parties, logistics
management and consulting, private jet operations and fuel deployment and management, and that the Company’s business plan is international in scope.
Grantee agrees that, because the Company’s business is global in scope, this restriction is reasonable. Grantee further acknowledges and agrees that the
restrictions imposed in this paragraph will not prevent Grantee from earning a livelihood.
(ii) Notwithstanding the foregoing, should Grantee consider working for or with any actually, arguably, or potentially competing business
following the termination of Grantee’s employment with the Company or any of its Affiliates and during the Coverage Period, then Grantee agrees to provide the
Company with two (2) weeks advance written notice of Grantee’s intent to do so, and also to provide the Company with accurate information concerning the
nature of Grantee’s anticipated job responsibilities in sufficient detail to allow the Company to meaningfully exercise its rights under this paragraph. After
receipt of such notice, the Company may then agree, in its sole, absolute, and unreviewable discretion, to waive, modify, or condition its rights under this
Section 8. In particular, the Company may agree to modify Section 8 (d)(i) if the Company concludes that (1) the work Grantee will be performing for a
Competitor is different from the work Grantee was performing during Grantee’s employment with the Company or any of its Affiliates; and/or (2) there is no
reasonable risk that Grantee will (willfully, inadvertently or inevitably) use or disclose the Company’s Proprietary or Confidential Information.
(iii) Further notwithstanding the foregoing, Grantee will not be subject to the non-competition obligations of Section 8 (d) if the termination of
Grantee’s employment with the Company constitutes an involuntary termination (which means Grantee’s termination for any reason other than resignation,
death, termination for cause, retirement under the Company’s retirement policy or program generally applicable to similarly situated employees, disability, or,
if applicable to Grantee, termination by Grantee for “good reason” under the terms of any applicable employment agreement or other agreement or Company
plan).
(e) Non-Solicitation of Business Partners. You acknowledge that, by virtue of your employment by the Company or its Affiliates, you have gained or
will gain knowledge of the identity, characteristics, and preferences of the Company’s Business Partners, among other Proprietary or Confidential
Information, and that you would inevitably have to draw on such information if you were to solicit or service the Company’s Business Partners on behalf of a
Competitor. Accordingly, during your employment and the Coverage Period, you agree not to, directly or indirectly, solicit the business of or perform any
services of the type you performed or
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