United Airlines 2013 Annual Report Download - page 224

(b) Target Opportunity. Your Target Opportunity is equal to [[$ , which is equal to] % of your [annual base salary as in effect on
]] [$ ].
3. Payout upon Achievement of Goal . If the Company’s Pre-tax Margin for the Performance Period equals or exceeds the Entry Pre-tax Margin for the
Performance Period and you have remained continuously employed by the Company or a subsidiary through the end of the Performance Period, then the
Payment Amount with respect to this Award will be an amount equal to (A) your Payout Percentage times (B) your Target Opportunity. Your Payout Percentage
and Target Opportunity are determined under the Program by the Administrator. As of the date of this Award, your Payout Percentage will be determined in
accordance with the following table [(straight line interpolation will be used between levels)]:
Level of Pre-tax Margin Achieved Payout Percentage
Entry Pre-tax Margin % (Entry Level LTIP Percentage)
Target Pre-tax Margin % (Target Level LTIP Percentage)
Stretch Pre-tax Margin (or higher) % (Stretch Level LTIP Percentage)
4. Continuous Employment Required. Receipt of a Payment Amount is conditioned on your continuous employment with the Company or its
subsidiaries through the last day of the Performance Period (with limited exceptions, as described in the Program).
5. Pro-Rated Payment. Your Payment Amount may be prorated as provided in the Program under certain circumstances.
6. Negative Discretion. In general, and subject to limited exceptions (as described in the Program), the Committee will have the right to reduce or
eliminate the Payment Amount that would otherwise be payable for the Performance Period if the Committee determines in its discretion that such reduction or
elimination is appropriate and in the best interest of the Company based on the Company’s unrestricted cash, cash equivalents, and short term investments
and cash readily accessible under the Company’s unused lines of credit as of the end of the Performance Period; provided, however, that any such reduction
or elimination shall apply in a uniform and nondiscriminatory manner to all Participants who are otherwise entitled to receive a Payment Amount with respect
to the Performance Period.
7. Program and Incentive Plan 2010 Control . Capitalized terms used in this Award Notice are defined in the Program. The Program and the Incentive
Plan 2010 are hereby incorporated into this Award Notice by reference. All statements in this Award Notice are qualified in their entirety by reference to the
Program and the Incentive Plan 2010. If you have any questions, or wish to obtain a copy of the Program or the Incentive Plan 2010, please contact .
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