United Airlines 2013 Annual Report Download - page 221

Exhibit 10.40.2
SECOND AMENDMENT TO
UNITED CONTINENTAL HOLDINGS, INC.
LONG-TERM RELATIVE PERFORMANCE PROGRAM
WHEREAS, the United Continental Holdings, Inc. Long-Term Relative Performance Program, as amended (the “Program”) has heretofore been adopted
by the Compensation Committee (the “Committee”) of the Board of Directors of United Continental Holdings, Inc. to implement in part the Performance Award
provisions of the United Continental Holdings, Inc. Incentive Plan 2010, as amended from time to time; and
WHEREAS, the Committee is authorized to amend the Program; and
WHEREAS, the Committee desires to amend the Program in certain respects;
NOW, THEREFORE, the Program shall be amended as follows, effective with respect to Performance Periods (as such term is defined in the Program)
beginning on or after January 1, 2014:
1. Subject to further adjustment as set forth in the Program, the Committee confirms that, as of January 1, 2014, the Industry Group consists of Alaska
Air Group, Inc., American Airlines Group, Inc., Delta Air Lines, Inc., Southwest Airlines Co., and JetBlue Airways Corporation.
2. Section 2.1(s) of the Program shall be deleted and the following shall be substituted therefor:
“(s) “Industry Pre-tax Margin” with respect to a Performance Period means, as established by the Committee within 90 days after the first day of
the Performance Period (but in no event after the date required for a performance goal to be considered pre-established under section 162(m) of the Code),
:
(A) the percentage determined by dividing (i) the cumulative Pre-tax Income of all companies in the Industry Group for such Performance
Period by (ii) all such companies’ cumulative revenues (determined for all such companies as provided in Section 2.1(z)(A) with respect
to the Company) over such Performance Period; or
(B) (i) the percentage determined under clause (A) above, (ii) the percentage determined by dividing (a) the cumulative Pre-tax Income of
all companies in the Industry Group for the calendar year immediately preceding the first day of such Performance Period by (b) all such
companies’ cumulative revenues (determined for all such companies as provided in Section 2.1(z)(A) with respect to the Company) over
such calendar year (with the calculation in this clause (B) representing the Industry Group average Pre-tax Margin change over the
Performance Period).