United Airlines Inc




Exhibit 10.41





 

 

CERTIFICATE OF ADOPTION


            
Pursuant to action of the Board of Directors of UAL Corporation on December
11, 2003, the Board adopted, effective January 1, 2004, the plan reflected
in the attached instrument entitled "UAL Corporation Success Sharing Program
- Performance Incentive Plan."

 

 

	Dated:  December 17, 2003	UAL Corporation
	 	By:  /s/ Paul R. Lovejoy
	 	        Name: 
Paul R. Lovejoy
	 	        
Title:  Senior Vice President, General             
Counsel and Secretary




 

 

 

 

 

 

 

UAL Corporation

Success Sharing Program -

Performance Incentive Plan


I.       General.

A.      Plan Purpose. In
connection with the reorganization under Chapter 11 of the United States
Bankruptcy Code of UAL Corporation (the "Company") and its Affiliates (collectively,
"United)," United employees have agreed to salary reductions and other
work rule changes designed to reduce costs and improve United's financial
position.  The purpose of this Success Sharing Program - Performance
Incentive Plan (the "Plan") is to align the behavior of employees of United
with the operational and financial goals of United by providing Qualified
Employees with a performance incentive cash award based on financial and
operational performance goals.  The Company intends that this Plan
and the Success Sharing Program - Profit Sharing Plan will serve as the
ongoing, broad-based, cash performance incentive program for Management
Employees once United emerges from Chapter 11 bankruptcy.
B.      Collective Bargaining.  As
it relates to Qualified Employees who are subject to the provisions of
a collective bargaining agreement pursuant to which the Employer has agreed
to provide such Qualified Employees with participation in a performance
incentive plan, this Plan is maintained pursuant to such agreement. 
As it relates to Qualified Employees who are in the class or craft of employees
covered by a collective bargaining agreement with the Employer, the Company
(i) will provide such information requested by the representative of such
craft or class of employees to permit it to audit the calculation of the
Company's performance under the performance formula established under the
Plan for each Performance Period, and (ii) will provide expedited arbitration
under the terms of the applicable collective bargaining agreement for any
dispute with the representative of such craft or class of employees relating
to the determination and payment of an Award under this Plan.

C.      Cash Bonus Plan.  The Plan
is a cash bonus performance incentive plan and is not intended to be (and
will be not construed and administered as) an employee benefit plan within
the meaning of ERISA.  The Plan is intended to be a discretionary
cash bonus plan and payments under the Plan will not constitute a part
of an employee's regular rate of pay for any purpose, provided, however,
all Awards will be paid to Qualified Employees in accordance with the terms
of the Plan and the applicable collective bargaining agreements. 
Except to the extent specifically provided otherwise under a particular
pension, retirement, welfare, insurance, profit sharing, or other employee
benefit plan or arrangement maintained or contributed to by an Employer,
the payments to an employee under the Plan will be treated as "salary,"
"wages," or "cash compensation" to the employee for the purpose of computing
benefits to which the employee may be entitled under any such plan or arrangement.

D.      Effective Date.  The Plan
shall commence on January 1, 2004.

E.      International Employees.  The
Company intends to extend participation in the Plan to International Employees
in a manner which is most advantageous to the Employer and/or such International
Employees and consistent with local laws and/or collective bargaining agreements,
but only if and to the extent the terms of the Plan as applied to such
International Employees (to the extent such terms and conditions differ
from the Plan's terms and conditions) are set forth in an Exhibit to this
Plan.  The Company's Senior Vice President - People may establish
or amend the terms and conditions of participation in the Plan by International
Employees as reflected in the Exhibits, including the effective date of
coverage, and Selected Performance Objectives and their respective threshold,
target and maximum levels, and will deviate from the general terms of the
Plan only as necessary or advisable to comply with local laws and applicable
collective bargaining agreements.

F.      Definitions.  Unless otherwise
specified, the capitalized terms under the Plan have the meanings given
below:





Affiliate.  "Affiliate" means each entity, corporate
or otherwise, in which the Company, directly or indirectly, owns or controls
a greater than 80% interest.
Award.  "Award" means the dollar value of the award payable
to a Qualified Employee as determined under the Plan.

Board.  "Board" means the Board of Directors of UAL Corporation.

Cause.  "Cause" means unacceptable job performance, attendance
or misconduct as determined by the Employer in its sole discretion for
Management Employees, Salaried Employees and International Employees and
as determined under the applicable collective bargaining agreement for
Collective Bargaining Employees.  If the Employer  determines
(subject to a contrary determination under any applicable collective bargaining
agreement grievance procedure), following an employee's termination of
employment, that such employee engaged in conduct while employed which
would be considered "Cause," then the Employer may treat such employee's
termination as termination for Cause.

Collective Bargaining Employee.  "Collective Bargaining
Employee" means an employee who (i) is in the class or craft of employees
subject to the provisions of a collective bargaining agreement between
the Company and the representative of such class or craft of employees,
and (ii) is on the Employer's United States payroll.

Code.  "Code" means the Internal Revenue Code of 1986, as
amended.

Committee.  "Committee" means the Human Resources Subcommittee
of the Board or such other committee appointed by the Board to exercise
the powers and perform the duties assigned to the Human Resources Subcommittee
under this Plan.

Company.  "Company" means UAL Corporation.

Disability.  "Disability" means the Employee has been determined
to be disabled under the Employee's long-term disability plan in which
such Employee participates or by the Company pursuant to Plan Rules.

Employer.  "Employer" means the Company and each Affiliate
which is identified in Appendix A as may be revised from time to time by
the Company.

ERISA.  "ERISA" means the Employee Retirement Income Security
Act of 1974, as from time to time amended, including any related regulations.

Furlough.  "Furlough" means a Qualified Employee's termination
of employment with the Employer in connection with which such Qualified
Employee has reemployment rights, or, in the case of a Collective Bargaining
Employee, such other employment action as may be defined as a "furlough"
in the applicable collective bargaining agreement.

Incentive Opportunity.  "Incentive Opportunity" means the
amounts, stated as percentages of a Qualified Employee's Wages,  determined
with respect to a performance period based on actual achievement of the
Plan's Selected Performance Objectives within the levels of threshold,
target and maximum.  If a Qualified Employee held more than one eligible
position during the Plan Year, his or her Incentive Opportunity will be
determined based on each corresponding period of participation in the manner
provided in Plan Rules.  The Incentive Opportunity for Qualified Employees
who are:

 


1.       Officers will be determined
by the Committee, provided that, for any Officer, the threshold level will
be approximately 50% of the target level and the maximum level will be
approximately 200% of the target level.


2.       Management Employees
(other than Officers) and Salaried Employees will be determined by the
Company, provided that, for any such Management Employee or Salaried Employee,
the threshold level will be approximately 50% of the target level and the
maximum level will be approximately 200% of the target level.


3.       International Employees
will be determined by the Company, provided, for International Employees
who are subject to the terms of a collective bargaining agreement with
the Employer, the Incentive Opportunity may be established by the terms
of such agreement.


4.       Collective Bargaining Employees
will be established by the terms of the collective bargaining agreement
or, in the absence of a specific designation, as follows:
          a.    
2.5% for performance at threshold level,

          b.    
5% for performance at the target level; and

          c.    
10% for performance at or above the maximum level.

 

The Incentive Opportunity for performance at points between threshold and
target or target and maximum will be determined by linear interpolation.

 


Individual Performance Goal.  For Management Employees,
Salaried Employees and applicable International Employees, "Individual
Performance Goal" means the performance criteria or objectives established
for a Qualified Employee for a Plan Year for purposes of assisting the
Company or the Committee in determining whether and to what extent an Award
has been earned by such Qualified Employee for such Plan Year.


Individual Performance Modifier.  A Qualified
Employee's "Individual Performance Modifier" is the numerical modifier
(expressed as a percentage) determined for such Qualified Employee with
respect to a Plan Year, subject to the following:



1. For a Collective Bargaining Employee, the Individual Performance
Modifier will be 100%.




2. For a Salaried Employee or a Management Employee (other
than an Officer), the Individual Performance Modifier will be determined
by the Company and may be based, in whole or in part, upon an evaluation
of the extent to which such employee achieved his or her Individual Performance
Goals established for that Plan Year.




3. For an Officer, the Individual Performance Modifier will
be determined by the Committee and may be based, in whole or in part, upon
an evaluation of the extent to which such employee achieved his or her
Individual Performance Goals established for that Plan Year.




4. For an International Employee, the Individual Performance
Modifier will be determined by the Company and may be based, in whole or
in part, upon an evaluation of the extent to which such employee achieved
his or her Individual Performance Goals established for that Plan Year,
provided for International Employees who are subject to the terms of a
collective bargaining agreement with the Employer, the Individual Performance
Modifier may be determined by the terms of such agreement.




5. A Qualified Employee's evaluation under clauses (2), (3)
or (4) above is wholly discretionary and subjective on the part of the
Company.




6. A Qualified Employee who has been employed in more than
one classification during a Performance Period will have his or her Individual
Performance Modifier determined and applied to the appropriate period in
the manner provided in Plan Rules.




7. For all quarterly incentive Awards, the Individual Performance
Modifier is 100%.



International Employee.  "International Employee"
means any regular full-time or regular part-time employee of an Employer,
or such other employee of the Employer identified in an Exhibit to the
Plan, who is not on the Employer's United States payroll and is working
regularly in a location outside of the United States.


Management Employee.  "Management Employee" means
an individual (i) who is classified by the Employer as a Management Employee
(on other than a temporary reclassification basis), (ii) whose employment
is for an indefinite period, (iii) who is employed in an Employer established
job classification not covered by a collective bargaining agreement, and
(iv) who is on the Employer's U.S. payroll.


Officer.  "Officer" means a Management Employee
who is (i) an "officer" of the Company as such term is defined in Rule
16a-1(f) under the Securities Exchange Act of 1934, as amended ("Rule 16a-1(f)"),
or (ii) a designated senior officer of the subsidiaries of the Company,
including any officer of United Air Lines, Inc. who is an "officer" of
the Company under Rule 16a-1(f) or who reports directly to the Chairman
or the CEO.


Performance Objective.  "Performance Objective"
means one or more objectively determinable measures related to specified
levels of financial performance (e.g., EBITDAR margin, pre-tax margin),
operational performance (e.g., on-time performance), customer satisfaction
(e.g., intent to repurchase), employee engagement, safety performance
(e.g., lost time injuries) and reasonably comparable measures as
adopted by the Committee.  Performance Objectives may be described
in terms of Company or Affiliate performance, or, for International Employees,
in terms of performance related to a foreign jurisdiction.  Performance
Objectives shall be stated in terms of a "threshold," "target" and "maximum"
level in every instance.


Performance Period.  "Performance Period" means,
for a quarterly incentive Award, the calendar quarter and for an annual
incentive Award, the calendar year.  In the event the Plan Year is
not a calendar year, the Performance Periods will be adjusted accordingly.


Plan Rules.  "Plan Rules" means rules, procedures,
policies or practices established by the Company (or the Committee) with
respect to the administration of the Plan, which need not be reflected
in a written instrument and may be changed at any time without notice.


Plan Year.  "Plan Year" means the calendar year
or, if different, the 12-month period that corresponds to the Company's
fiscal year.


Qualified Employee.  "Qualified Employee" for
a Performance Period means all employees of the Employer who are classified
as regular full-time or regular part-time employees and such other International
Employees specifically included under an Exhibit to the Plan, other than
the following:



1.       Collective Bargaining
Employees who are covered by a collective bargaining agreement which does
not expressly provide for coverage under a performance incentive plan such
as the Plan;




2.       Management Employees
and Salaried Employees who, for the Performance Period, are either (a)
participating in a sales incentive plan or (b) are employees of UAL Loyalty
Services, Inc. who are participating in an annual incentive plan which
the Company, in its sole discretion, determines is in lieu of coverage
under this Plan; and




3.       International Employees
who are not designated as participating in the Plan for the Performance
Period pursuant to the terms of an Exhibit to the Plan.



Retirement.  "Retirement" has the meaning assigned
to it under the Employer's employment policies and regulations.


Salaried Employee.  "Salaried Employee" means
an individual (i) who is classified by the Employer as a regular full-time
or regular part-time Salaried Employee (on other than a temporary reclassification
basis), (ii) who is employed in an established job classification not covered
by a collective bargaining agreement, and (iii) who is on the Employer's
U.S. payroll.


Selected Performance Objectives.  "Selected Performance
Objectives" means one or more Performance Objectives selected by the Company
for a Performance Period.  The Committee will establish at the beginning
of a Plan Year the Selected Performance Objectives and their respective
threshold, target and maximum levels for the Performance Periods occurring
in such Plan Year.  Selected Performance Objectives may vary among
Employers (but not among employees of United Air Lines, Inc.) and, in accordance
with Paragraph I.E., may be separately established for International Employees
by the Company's Senior Vice President - People.


Wages.  "Wages" has the meaning provided in Paragraph
III.C.

II.      Participation.
A.      Eligibility.  All
Qualified Employees for a Performance Period are eligible to receive an
Award under the Plan for such Performance Period.
B.      Termination of Employment. 
In order to be entitled to receive payment of an Award for a Performance
Period, a Qualified Employee must be actively employed through the end
of the Performance Period and following the Performance Period and through
the payment date, except as follows:





1.       All Qualified Employees
are entitled to receive payment of an Award if their employment is involuntarily
terminated, other than for Cause, during the Performance Period or after
the Performance Period and prior to the payment date.
2.       All Qualified Employees are entitled
to payment if their termination of employment during a Performance Period
or after the Performance Period and prior to the payment date, is on account
of Furlough, death, Disability or Retirement.

3.       All Qualified Employees are entitled
to payment if their termination of employment is voluntary and occurs after
the Performance Period and prior to the payment date.

4.       The Company (or the Committee,
in case of Awards payable to Officers) may in its sole discretion pay an
Award to a Qualified Employee who is not otherwise entitled to receive
an Award because his or her termination of employment occurred during the
Performance Period.

 
C.      Leaves.  A Qualified Employee
who is on an Employer-approved leave of absence shall continue to participate
in the Plan.

D.      Employee Classifications. The
designation of an individual as an employee of an Employer within the meaning
of the Plan, or as a person who is not an employee of an Employer or as
being within a particular classification of employee will be conclusive
for all purposes of this Plan.  For purposes of this Plan, a temporary
reclassification or special assignment will be disregarded for purposes
of determining a Qualified Employee's classification.  No reclassification
of an individual as an employee of an Employer, whether by judicial or
administrative action or otherwise, will be effective to qualify the individual
as a Qualified Employee under this Plan except as the Company agrees, and
no reclassification will be given retroactive effect, except as the Company
agrees.
III.     Incentive Awards.

A.      Formula.  The
amount of a Qualified Employee's Award for a Performance Period is the
product of the following for such Performance Period:




1. Incentive Opportunity;

2. Wages; and

3. Individual Performance Modifier.
B.       Quarterly Incentive Awards. The
Company may, in its reasonable discretion, establish all or any portion
of the Incentive Opportunity for a Selected Performance Objective for a
Performance Period which is a calendar quarter or other three calendar
month period.  The Individual Performance Modifier for all quarterly
incentive Awards is 100%.
C.       Wages.  Wages for
a Performance Period will be determined as follows:


 

1.       Compensation Included. 
"Wages" will only include compensation paid (or payable) during a Performance
Period to a Qualified Employee for the period he or she is a Qualified
Employee and shall include the items listed in Appendix B as included in
Wages.  Wages will include compensation not paid as a result of an
earnings reduction election made by the Qualified Employee under a Code
Sec. 125 cafeteria plan or under any qualified cash or deferred arrangement
under Code Sec. 401(k).
2.       Exclusions.  "Wages"
will not include the items of compensation or other payments listed
in Appendix B as excluded from Wages.

3.       Reemployment.  In
the event a Qualified Employee terminates employment and is reemployed
by an Employer such employee will be treated as a new employee and Wages
shall include only amounts paid following such reemployment.  The
period arising prior to his or her most recent termination of employment
will be governed by Paragraph II.B.

4.       Determination of Wages. 
The Company's Senior Vice President - People will determine, in his or
her discretion (subject to a contrary determination under any applicable
collective bargaining agreement grievance procedure in the case of a Collective
Bargaining Employee), whether (i) an item of compensation is included or
excluded from the definition of "Wages," and (ii) whether and to what extent
any items listed in Appendix B as excluded from Wages are to be included
in an International Employee's Wages to comply with local law or applicable
collective bargaining agreements.

 
D.      Continued Management Employees and
Salaried Employees Participation.  The Incentive Opportunity for
Management Employees for performing at the target level shall represent
a significant portion of the total target cash compensation for Management
Employees and shall be at a level consistent with the Company's historical
practice under predecessor performance incentive plans.

E.      Time of Payments.  Payment
to each Qualified Employee entitled to receive an Award will be made by
the Company as soon as practicable after the Company has determined whether
and to what extent the Selected Performance Objectives have been satisfied
for a Performance Period, provided that all Qualified Employees, other
than International Employees, will be paid at the same time.

F.      Payment Methods.  A Qualified
Employee will receive payment of an Award in cash, subject to such employee's
right to elect to defer receipt of a portion of such cash payment under
any Company-sponsored 401(k) plan in which the Qualified Employee is eligible
to participate.

G.      Withholdings. The Company will
withhold from any payment to be made hereunder such amounts as it reasonably
determines it may be required to withhold under any applicable federal,
state or other law, and transmit such withheld amounts to the appropriate
authorities.

H.      Modification of Time and Manner
of Payment.  Notwithstanding anything herein to the contrary,
the Committee has the right, in its reasonable discretion, to vary the
time for making the payments provided in Paragraph E above, provided all
Qualified Employees, other than International Employees, are paid at the
same time.  Nothing herein shall be construed to grant any employee
the right to elect a modification of the time for receiving payments hereunder.
IV.     Plan Administration.

A.      Plan Administration. 
The Company or its delegate has the authority and responsibility to manage
and control the general administration of the Plan, except as to matters
expressly reserved in the Plan to either the Board or the Committee. 
Determinations, decisions and actions of the Company or, if applicable,
the Committee, in connection with the construction, interpretation, administration,
or application of the Plan will be final, conclusive, and binding upon
any Qualified Employee and any person claiming under or through the Qualified
Employee.  No employee of United, any member of the Board, any delegate
of the Board, or any member of the Committee will be liable for any determination,
decision, or action made in good faith with respect to the Plan or any
Award made under the Plan.
B.      Human Resources Subcommittee. 
The Human Resources Subcommittee has the sole authority and responsibility
to establish the Selected Performance Objectives for a Plan Year (subject
to Paragraph I.E.), and to otherwise administer Awards payable to Officers.


V.      Amendment or Termination.
A.      Authority of Board to Amend
or Terminate Plan.  The Plan may at any time be amended, modified,
suspended or terminated, as the Board in its sole discretion determines.
Such amendment, modification, or termination of the Plan will not require
any notice or the consent, ratification, or approval of any party, including
any Qualified Employee who is then eligible to participate in the Plan.
B.      Authority to Amend Awards. 
The Committee may reduce an Award payable to an Officer, and the Company
may reduce any Award other than an Award payable to an Officer prior to
the payment of the Award to the extent it deems necessary or appropriate
to comply with laws, including applicable securities laws, local laws outside
the U.S. and the pooling of interests requirements in connection with a
merger, provided that nothing in this Paragraph affects the rights of Collective
Bargaining Employees under the applicable collective bargaining agreements
to an Award.

C.      Authority to Amend International
Employee Exhibits.  Notwithstanding the foregoing, the Company's
Senior Vice President-People may at any time and from time to time, add,
delete or otherwise amend the provisions of, any Exhibit to this Plan which
sets forth the terms of the Plan as applied to International Employees
to the extent necessary or advisable to comply with local laws or applicable
collective bargaining agreements.


VI.     Miscellaneous.
A.      No Contract of Employment,
etc.  Neither this Plan nor any award under the Plan constitutes
a contract of employment and participation in the Plan will not give any
employee the right to be retained in the service of the Company or any
Affiliate or to continue in any position or at any level of compensation.Nothing
contained in the Plan will prohibit or interfere with the Company's or
an Affiliate's right to assign projects, tasks and responsibilities to
any employee or to alter the nature of the Company's or an Affiliate's
rights with respect to the employee's employment relationship, including
the right to terminate any employee at any time, with or without prior
notice, and for any reason within the constraints of existing law.
B.      Governing Law.  The validity,
construction, interpretation, administration and effect of the Plan and
any rules, regulations and actions relating to the Plan will be governed
by and construed exclusively in accordance with the laws of the United
States and the State of Illinois, notwithstanding the conflicts of law
principles of any jurisdiction.

C.      Conflict.  Notwithstanding
anything to the contrary in the Plan, the Plan Rules or Plan administration,
the Employer's obligations to Collective Bargaining Employees shall be
governed by the applicable collective bargaining agreements, and any conflict
between the terms of the Plan, the Plan Rules or Plan administration and
the applicable bargaining agreements with respect to Collective Bargaining
Employees shall be resolved in favor of the Employer's obligations under
the applicable collective bargaining agreements.

 

 

 

 

 

 



Appendix A

Participating Affiliates




 

 

 

 

	Name	
Commencing
	
Ending

	 	 	 
	United Air Lines, Inc.	
1/1/04
	 
	UAL Loyalty Services, Inc.	
1/1/04
	 
	Mileage Plus, Inc.	
1/1/04
	 
	Premier Meeting and Travel Services, Inc.	
1/1/04
	 
	MyPoints.com, Inc.	
1/1/04
	 
	Kion de Mexico, S.A. de C.V. 	
1/1/04
	 
	Domicile Management Services, Inc.	
1/1/04
	 
	 	 	 




 

 

 

 

 

Appendix B

Wages













B-1.  Inclusions.  For purposes of Paragraph
III.C.1. the following items are included in the definition of Wages:


	
base pay
	
overtime pay
	
holiday pay
	
longevity pay
	
sick pay
	
lead/purser/service director pay
	
high skill premium/longevity pay
	
language premium
	
international and night flying premium pay
	
pay for time taken as vacation
	
payment for accrued vacation not taken as vacation when paid on account
of (i) a leave or (ii) a termination of employment due to a reduction in
force or for military leave
	
shift differential pay
	
back pay (other than judicial or administrative awards of grievance pay
or back pay or settlement thereof)
	
delayed activation pay
	
bypass pay
	
check pilot premium pay
	
double town salary expense
	
senior/junior manning pay
	
operational integrity pay
	
temporary reclass pay
	
Hawaiian override







B-2.  Exclusions.  For purposes of Paragraph III.C.2.
the following items are excluded in the definition of Wages:

	
deferred compensation (other than pursuant to Code Sec. 125 or 401(k))
	
moving expense and similar allowances
	
KERP I and KERP II awards
	
performance incentive awards, profit sharing awards or sales incentive
awards
	
expense reimbursements and per diems
	
severance, termination pay and related payments
	
payment for accrued vacation time not taken as vacation when paid on account
of termination of employment, other than on account of a reduction in force
or for a military leave
	
disability and workers compensation payments
	
duty-free commissions
	
recognition lump sums
	
flight expense
	
retropay created by execution of a collective bargaining agreement, unless
the collective bargaining agreement requires inclusion
	
reimbursable cleaning
	
Employer contributions to employee benefit plans
	
solely for purposes of making an award payment under this Plan, judicial
or administrative awards for grievance pay or back pay (including settlements
thereof)
	
imputed income for employee or dependent life insurance coverage
	
imputed income from pass service charges
	
taxable travel
	
imputed income from domestic partner benefits
	
cash payments made pursuant to any agreement, program, arrangement or plan
designed to compensate an employee for amounts that may not be credited
or allocated to the employee under a qualified retirement plan due to limitations
imposed by tax laws
	
taxable fringe benefits, including taxable reimbursement of insurance premiums
	
expatriate allowances
	
hiring bonuses or other special payments relating to the initiation of
employment
	
amounts realized with respect to restricted stock, non-qualified stock
options or stock appreciation rights
	
lost luggage advance
	
interest payments







B-3.  Special Crediting Rule.  For purposes of
allocating Wages earned by a Qualified Employee for services rendered during
a Performance Period but received following termination of employment,
such Wages will be treated as received on the Qualified Employee's last
day of employment with the Employer.

 

 













Exhibit A

Argentina


I. Participation.

A. Eligibility.  All International Employees who are working
regularly in Argentina and who are on the Employer's Argentine payroll
are eligible to participate in the Plan ("Covered Argentinean Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Argentinean Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 



Exhibit B

Australia

I. Participation.

A. Eligibility.  International Employees and casual employees
of the Employer who are working regularly in Australia, who are on the
Employer's Australian payroll and who are not  subject to the terms
of a collective bargaining agreement with the Employer, unless the terms
of such agreement require that such employees participate in the Plan,
are eligible to participate in the Plan ("Covered Australian Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Australian Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 




Exhibit C

Belgium

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Belgium, who are on the Employer's Belgian payroll and who
are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Belgium Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Belgium Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 

 



Exhibit D

Brazil

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Brazil, who are on the Employer's Brazilian payroll and who
are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Brazilian Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Brazilian Employee must execute a written acknowledgement
in the form and manner established by the Employer.

II. Plan Terms.

A. Plan Type.  The Plan shall be implemented in Brazil
as a profit sharing plan.
B. Collective Bargaining Agreement.  The terms of the Plan
as applied to Covered Brazilian Employees shall be subject to the terms
of any collective bargaining agreement.

C. Expiration.  This Exhibit D shall terminate effective
December 31, 2004.

 

 

 

 



Exhibit E

Canada

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Canada, who are on the Employer's Canadian payroll and who
are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Canadian Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Canadian Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 

 

 



Exhibit F

China

I. Participation.

A. Eligibility.  International Employees who are working
regularly in China, who are on the Employer's Chinese payroll and who are
not subject to the terms of a collective bargaining agreement with the
Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Chinese Employee").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Chinese Employee must execute a written acknowledgement
in the form and manner established by the Employer.

C. Payment.  Cash awards payable to Covered Chinese Employees
will be paid in Renminbi.

 

 

 



Exhibit G

Costa Rica

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Costa Rica, who are on the Employer's Costa Rican payroll
and who are not subject to the terms of a collective bargaining agreement
with the Employer, unless the terms of such agreement require that such
employees participate in the Plan, are eligible to participate in the Plan
("Covered Costa Rican Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Costa Rican Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 



Exhibit H

El Salvador

I. Participation.

A. Eligibility.  International Employees who are working
regularly in El Salvador, who are on the Employer's El Salvadoran payroll
and who are not subject to the terms of a collective bargaining agreement
with the Employer, unless the terms of such agreement require that such
employees participate in the Plan, are eligible to participate in the Plan
("Covered El Salvadoran Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered El Salvadoran Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 



Exhibit I

France

I. General.

A. Plan Type.  The Plan as applied to International Employees
who are working regularly in France and who are on the Employer's French
payroll ("Covered French Employees") is intended to conform to the requirements
of a plan d'interressement, provided, however, the terms of the
Plan as applied to Covered French Employees shall be established solely
by the terms of a separate written plan instrument approved by the Company's
Senior Vice President - People.




Exhibit J

Germany


I. General.

A. Implementation of Plan.  The Company's implementation
of the Plan for Covered German Employees (defined below) will be subject
to co-determination with any applicable works council.

II. Participation.
A. Eligibility.  International Employees who are working
regularly in Germany, who are on the Employer's German payroll and who
are not subject to the terms of a collective bargaining agreement, unless
the terms of such agreement require that such employees participate in
the Plan, are eligible to participate in the Plan ("Covered German Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered German Employee must execute a written acknowledgement
in the form and manner established by the Employer.

C. Termination of Employment.  For purposes of Paragraph
II.B. of the Plan, a Covered German Employee is entitled to receive payment
of an Award if he or she voluntarily terminates employment during the Performance
Period or after the Performance Period and before the date payment of the
Award is made.

 

 

 

 



Exhibit K

Ireland

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Ireland, who are on the Employer's Irish payroll and who are
not subject to the terms of a collective bargaining agreement, unless the
terms of such agreement require that such employees participate in the
Plan, are eligible to participate in the Plan ("Covered Irish Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Irish Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 

 



Exhibit L

Japan

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Japan, who are on the Employer's Japanese payroll and who
are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the plan, are eligible to participate in the Plan ("Covered
Japanese Employee").

II. Plan Terms.  The terms of the Plan as applied to a Covered
Japanese Employee shall be established by the terms of a separate writing
approved by the Company's Senior Vice President - People.
 


Exhibit M

Korea

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Korea, who are on the Employer's Korean payroll and who are
not subject to the terms of a collective bargaining agreement with the
Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Korean Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Korean Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 



Exhibit N

Mexico

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Mexico, who are on the Employer's Mexican payroll and who
are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Mexican Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Mexican Employee must execute a written acknowledgement
in the form and manner established by the Employer.

II. Expiration.  This Exhibit N shall terminate effective December
31, 2004.

 

 






Exhibit O

The Netherlands


I. General.


A. Term.  This Exhibit O shall terminate effective
December 31, 2005.



II. Participation.
A. Eligibility.  International Employees who are working
regularly in the Netherlands, who are on the Employer's Dutch payroll and
who are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Dutch Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Dutch Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 





Exhibit P

Singapore


I. Participation.

A. Eligibility.  International Employees who are working
regularly in Singapore, who are on the Employer's Singapore payroll and
who are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Singapore Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Singapore Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 

 



Exhibit Q

Taiwan

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Taiwan, who are on the Employer's Taiwanese payroll and who
are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Taiwanese Employee").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Taiwanese Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 





Exhibit R

Thailand


I. Participation.

A. Eligibility.  International Employees who are working
regularly in Thailand, who are on the Employer's Thai payroll and who are
not subject to the terms of a collective bargaining agreement with the
Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Thai Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Thai Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 



Exhibit S

United Kingdom

I. Participation.

A. Eligibility.  International Employees who are working
regularly in the United Kingdom, who are on the Employer's United Kingdom
payroll and who are not subject to the terms of a collective bargaining
agreement with the Employer, unless the terms of such agreement require
that such employees participate in the plan, are eligible to participate
in the Plan ("Covered UK Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered UK Employee must execute a written acknowledgement
in the form and manner established by the Employer.

 

 

 



Exhibit T

Uruguay

I. Participation.

A. Eligibility.  International Employees who are working
regularly in Uruguay, who are on the Employer's Uruguayan payroll and who
are not subject to the terms of a collective bargaining agreement with
the Employer, unless the terms of such agreement require that such employees
participate in the Plan, are eligible to participate in the Plan ("Covered
Uruguayan Employees").
B. Acknowledgement.  In order to receive an award under
the Plan, a Covered Uruguayan Employee must execute a written acknowledgement
in the form and manner established by the Employer.