United Airlines 2013 Annual Report Download - page 223

Exhibit 10.45
LONG-TERM RELATIVE PERFORMANCE AWARD NOTICE
to [Name]
Pursuant to the United Continental Holdings, Inc.
Long-Term Relative Performance Program
Performance Period January 1, 20[ ] to December 31, 20[ ]
1. The Program. This document constitutes your formal Award Notice with respect to an Award as a Participant under the United Continental Holdings,
Inc. Long-Term Relative Performance Program (as amended from time to time, the “ Program”) adopted under the United Continental Holdings, Inc. Incentive
Plan 2010 (as amended from time to time, the “ Incentive Plan 2010”). This Award Notice evidences your receipt of an Award under the Program with respect to
the Performance Period commencing on January 1, 20[ ] and ending on December 31, 20[ ] (the “ Performance Period”), subject to the terms of the Program
and the Incentive Plan 2010. The effective date of your commencement in the Program with respect to this Award is [ , 20 ].
2. The Goal and Target Opportunity. The Compensation Committee of the Board of Directors of the Company (the “ Committee”) has established a
Performance Target for purposes of Awards under the Program.
(a) Performance Target. Achievement of the Performance Target for the Performance Period means that the Pre-tax Margin achieved by the
Company with respect to the Performance Period equals or exceeds the Entry Pre-tax Margin for the Performance Period. The entry, target, and stretch levels are
as follows:
i. Entry Pre-tax Margin generally means [(A)] the percentage determined by dividing the cumulative Pre-tax Income of all companies in the Industry
Group (currently [ ]) for the Performance Period by all such companies’ cumulative revenues over such period [(B) minus the
percentage determined by dividing the cumulative Pre-tax Income of the Industry Group for calendar year by the cumulative revenues of
the Industry Group for such year1] (as more specifically defined in the Program, the “Industry Pre-Tax Margin”) [[ plus] [minus] Basis
Points];
ii. Target Pre-tax Margin is equal to Pre-tax Margin plus Basis Points; and
iii. Stretch Pre-tax Margin is equal to Pre-tax Margin plus Basis Points.
If a Change of Control occurs during the Performance Period, then the Company’s Pre-tax Margin for the Performance Period will be deemed to equal
Pre-tax Margin.
1 Insert clause (B) if the Committee establishes the Pre-tax Margin goals for the Performance Period with reference to relative change versus the Industry
Group.