United Airlines 2013 Annual Report Download - page 218

SECTION 14. Entire Agreement. This Award Notice represents the entire agreement of the parties with respect to the subject matter covered, supersedes
any and all prior written or oral agreements, supersedes the Company’s “Outside Employment” policy, and cannot be modified except in a writing signed by
both parties. The waiver by any party to this Award Notice of a breach of any of the provisions of this Award Notice shall not operate or be construed as a
waiver of any subsequent or simultaneous breach.
SECTION 15. Choice of Law. Any dispute arising out of or relating to this Award Notice or the breach thereof, or regarding the interpretation thereof
shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.
SECTION 16. Arbitration. Grantee agrees that except as expressly set forth in Section 8 (h), all disputes and any claims arising out of or under
Section 8 of this Award Notice, shall be submitted for, and settled by, mandatory, final, and binding arbitration in accordance with the Commercial
Arbitration Rules then prevailing of the American Arbitration Association, to be conducted in Wilmington, Delaware unless an alternative locale is agreed to in
writing by the parties. The arbitrator will apply Delaware law to the merits of any dispute or claim without reference to rules of conflicts of law. Any award
rendered by the arbitrator shall provide the full remedies available to the parties under the applicable law and shall be final and binding on each of the parties
hereto and their heirs, executors, administrators, successors, and assigns and judgment may be entered thereon in any court having jurisdiction. The
prevailing party in any such arbitration shall be entitled to an award by the arbitrator of all reasonable attorneys’ fees and expenses incurred in connection with
the arbitration. Notwithstanding the foregoing, the Committee retains sole and plenary authority to administer the Plan pursuant to Section 3(b) of the Plan.
SECTION 17. Waiver of Jury Trial. The parties waive the right to a jury trial to the maximum extent permitted by law.
SECTION 18. Acceptance; Amendment of this Award Notice .
(a) Acceptance. The Company’s incentive compensation awards, including this Award, are subject to your agreement to the terms and conditions of the
award, including this Award. To acknowledge your agreement to all of the terms and conditions of this Award, you must accept this Award within 45 calendar
days following the date of grant first set forth above. You may accept this Award electronically through the systems of the third party administrator of the Plan.
By utilizing such third party electronic acceptance process, Grantee understands and agrees that (i) Grantee will be electronically signing and returning this
Award Notice to United Continental Holdings, Inc. as of the date entered in the records of such administrator; (ii) Grantee’s electronic signature is the legal
equivalent of Grantee’s manual signature on this Award Notice; (iii) the Award Notice and the Plan have been provided to Grantee; (iv) Grantee accepts the
Restricted Shares granted pursuant to this Award Notice; and (v) Grantee agrees to be legally bound by the terms and conditions of this Award Notice and the
Plan (including but not limited to the confidentiality and non-competition obligations included in “Section 8. Restrictive Covenants” of this Award Notice).
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