Exhibit 10.4


 


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 United employees 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. 
In addition, this Plan and the Success Sharing Program — Profit Sharing
Plan is intended to serve as the ongoing, broad-based, cash performance
incentive program for Management Employees.


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 Incentive 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
Incentive 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.                                    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



 1
 









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 — Human Resources 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.


E.                                      Effective Date.  The Plan commenced on January 1,
2004.  Except as otherwise set forth
herein, the effective date of this amended and restated Plan is January 1,
2007, and it only applies to Performance Periods commencing on or after that
date.


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.


Board.  “Board” means the Board of
Directors of UAL Corporation.


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.


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.


Incentive
Award.  “Incentive
Award” means the dollar value of the award payable to a Qualified Employee as
determined under the Plan.


Incentive
Opportunity.  “Incentive
Opportunity” has the meaning provided in Paragraph III.B.



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Individual
Performance Goal.  “Individual Performance Goal” has the
meaning provided in Paragraph III.D.2.


Individual
Performance Modifier.  “Individual Performance Modifier” has the
meaning provided in Paragraph III.D.


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
Period.  “Performance
Period” has the meaning provided in Paragraph II.A.1.


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” has the meaning provided in Paragraph II.A.2.


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” has the
meaning provided in Paragraph III.B.1.


Wages.  “Wages” has the meaning provided in Paragraph
III.C.



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II. Participation  


A.                                   Eligibility.  For each
Performance Period, participation in the Plan is limited to Qualified
Employees.  No other employees are
eligible to participate in the Plan.  The
rules applicable to Performance Periods and Qualified Employees are described
below:


1.                                   Performance Period.  All Qualified Employees shall be subject to
the same Performance Periods for a Plan Year, each of which shall consist of a
calendar quarter, another three calendar month period, the calendar year,
and/or the Plan Year as determined by the Company in its reasonable discretion.


2.                                   Qualified Employee. 
 For any particular
Performance Period, Qualified Employees consist of all employees of the
Employer (including those on an Employer-approved leave of absence) 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:


i.                                      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;


ii.                                   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


iii.                                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.


B.                                     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.



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III. Calculation
of Incentive Awards


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


1.                                       Incentive Opportunity (the percentage defined in Paragraph III.B
below);


times


2.                                       Wages
(the dollar amount defined in Paragraph III.C below);


times


3.                                       Individual
Performance Modifier (the percentage defined in Paragraph III.D below).


B.                                     Incentive Opportunity.  A Qualified Employee’s Incentive Opportunity for a Performance Period is a percentage based on actual achievement of the Plan’s
Selected Performance Objectives within the levels of threshold, target and
maximum as described below.


1.                                       Selected Performance Objectives.  The Plan’s Selected
Performance Objectives consist of one or more objectively determinable
measures related to specified levels of financial performance (e.g., EBITDAR margin, pre-tax margin,
annual operating earnings), 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
for a Performance Period, subject to the following:


i.                                          Selected
Performance Objectives shall be stated in terms of a “threshold,” “target” and “maximum”
level in every instance.  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.


ii.                                       Selected
Performance Objectives may vary among Employers but not among employees of
United Air Lines, Inc.


iii.                                    Selected
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.  In accordance
with Paragraph I.E., Performance Objectives may be separately established for
International Employees by the Company’s Senior Vice President — Human
Resources.



 5
 









2.                                       Percentage.  The Incentive Opportunity for
performance below threshold will be 0%. 
Otherwise, the Incentive Opportunity for Qualified Employees who are:


i.                                          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.


ii.                                       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.


iii.                                    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.


iv.                                   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)                                  0.5% for performance
at threshold level;


(b)                                 1% for performance at
the target level; and


(c)                                  2%
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.  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 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.


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).



 6
 









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 IV.A.


4.                                       Determination of Wages.  The Company’s Senior Vice President — Human
Resources 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.                                    Individual Performance Modifier.  A Qualified Employee’s Individual Performance
Modifier for any quarterly Incentive Award is 100%.  A Qualified Employee’s Individual Performance
Modifier for any annual Incentive Award is the following percentage:


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


2.                                       Salaried
and Management Employees.  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 the
Plan Year.  For purposes of this Paragraph III.D, “Individual
Performance Goals” means the performance criteria or objectives
established for a Qualified Employee for the Plan Year for purposes of
assisting the Company or the Committee in determining whether and to what
extent an Incentive Award has been earned by such Qualified Employee for such
Plan Year.


3.                                       Officers.  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
(defined in subparagraph 2 above) established for the Plan Year.


4.                                       International Employees. 
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 (defined in subparagraph 2



 7















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


6.                                       Multiple
Classifications.  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.


E.                                      Annual Treatment For Certain
Management Employees.  If the
Company has implemented quarterly Performance Periods (and therefore quarterly
Incentive Awards), the Company may elect to determine Individual Performance
Modifiers for certain Management Employees on a Plan Year (rather than
quarterly) basis, in which case the Company may further elect to provide such
Management Employees with annual Incentive Awards (based on the same quarterly
Performance Periods as other Qualified Employees) instead of the quarterly
Incentive Awards provided to other Qualified Employees.  Payment of such annual Incentive Awards will
be made by the Company as soon as practicable after the Company has calculated
the annual Incentive Award.


IV.  Payment of Incentive Awards 


A.                                   Entitlement To Payment.  A Qualified Employee is only entitled to
receive payment of an Incentive Award for a Performance Period under the
following circumstances:


1.                                       A
Qualified Employee is entitled to receive payment of an Incentive Award for a
Performance Period if he or she is actively employed through the end of the
Performance Period and through the payment date.


2.                                       A Qualified
Employee is entitled to payment if he or she voluntarily terminates employment
for any reason between the end of the Performance Period and the payment date.


3.                                       A
Qualified Employee is entitled to payment if he or she terminates employment
during a Performance Period or between the end of the Performance Period and
the payment date on account of:


a.                                       Furlough,
which means termination of employment
with the Employer in connection with which the 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;


b.                                      Disability,
which means the Qualified Employee has been determined to



 8
 









be disabled under
the long-term disability plan in which the Qualified Employee participates or
by the Company pursuant to Plan Rules;


c.                                       Retirement,
which has the meaning assigned to it under the Employer’s employment policies
and regulations; or


d.                                      Death.


4.                                     A
Qualified Employee is entitled to payment if he or she involuntarily terminates
employment during the Performance Period or between the end of the Performance
Period and the payment date, unless he or she is terminated for cause.  For this purpose, “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.


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


B.                                     Timing of Payment.  Subject to Paragraph III.E, all Qualified
Employees (other than International Employees) will be paid at the same time as
soon as practicable after the Company calculates the Incentive Awards for a
particular Performance Period.  Subject
to the foregoing, the Committee has the right, in its reasonable discretion, to
vary the time for making the payments of Incentive Awards.  However, nothing herein shall be construed to
grant any employee the right to elect a modification of the time for receiving
payments hereunder.  A Qualified Employee
will receive payment of an Incentive 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. 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.



 9
 









V. 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 United employee, member of the Board,
delegate of the Board, or member of the Committee will be liable for any
determination, decision, or action made in good faith with respect to the Plan
or any Incentive 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
Incentive Awards payable to Officers.


VI.  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
Incentive Awards.  The
Committee may reduce an Incentive Award payable to an Officer, and the Company
may reduce any Incentive Award other than an Incentive Award payable to an
Officer prior to the payment of the Incentive 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 Incentive Award.


C.                                     Authority to Amend
International Employee Exhibits.  Notwithstanding
the foregoing, the Company’s Senior Vice President—Human Resources 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.



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VII. Miscellaneous


A.                                   No Contract of Employment, etc.  Neither this Plan nor any Incentive 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
United or to continue in any position or at any level of compensation.  Nothing contained in the Plan will
prohibit or interfere with United’s right to assign projects, tasks and
responsibilities to any employee or to alter the nature of United’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.



 11















 


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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kion de Mexico, S.A. de
  C.V.

  	
   

  	
  1/1/04

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Domicile Management Services, Inc.

  	
   

  	
  1/1/04

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Appendix A - 1













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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Appendix B - 1













·                  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 Incentive 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.


 


 


 


 


 


 


 


 


 


 


 


Appendix B - 2


















 


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 Incentive Award under
the Plan, a Covered Argentinean Employee must execute a written acknowledgement
in the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit A - 1













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 Incentive Award under
the Plan, a Covered Australian Employee must execute a written acknowledgement
in the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit B - 1













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 Incentive Award under
the Plan, a Covered Belgium Employee must execute a written acknowledgement in
the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit C - 1













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 Incentive 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.            Time of Payments.  Covered Brazilian Employees will be paid
their quarterly Incentive Awards for the first and second calendar quarters, if
any, on or about the August 31 immediately following such calendar quarters,
and their quarterly Incentive Awards for the third and fourth quarters, if any,
on or about the March 31 immediately following such calendar quarters.  Any Incentive Award for a calendar year will
be payable on or about the March 31 immediately following such calendar year.


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit D - 1


 













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 Incentive Award under
the Plan, a Covered Canadian Employee must execute a written acknowledgement in
the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit E - 1


















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 Incentive 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 Incentive Awards payable to Covered
Chinese Employees will be paid in Renminbi.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit F - 1













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 Incentive Award under
the Plan, a Covered Costa Rican Employee must execute a written acknowledgement
in the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit G - 1


 













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 Incentive Award under
the Plan, a Covered El Salvadoran Employee must execute a written
acknowledgement in the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit H - 1













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 — Human Resources.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit I - 1













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 Incentive 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 IV.A. of the Plan, a Covered German Employee is entitled to receive
payment of an Incentive Award if he or she voluntarily terminates employment
during the Performance Period or after the Performance Period and before the
date payment of the Incentive Award is made.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit J - 1


 













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 Incentive Award under
the Plan, a Covered Irish Employee must execute a written acknowledgement in
the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit K - 1


 


















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 — Human
Resources.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit L - 1













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 Incentive Award under
the Plan, a Covered Korean Employee must execute a written acknowledgement in
the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit M - 1













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 Incentive Award under
the Plan, a Covered Mexican Employee must execute a written acknowledgement in
the form and manner established by the Employer.


II.                                     Plan
Terms.


A.            Offset For
Mandatory Profit Sharing.  A Covered
Mexican Employee’s Incentive Award under the Plan shall be offset (but not
below zero) by the amount of any profit sharing payment such employee is
entitled to receive under Mexico’s mandatory profit sharing law.


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit N - 1













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 Incentive Award under
the Plan, a Covered Dutch Employee must execute a written acknowledgement in
the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit O - 1













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 Incentive Award under
the Plan, a Covered Singapore Employee must execute a written acknowledgement
in the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit P - 1













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 Incentive Award under
the Plan, a Covered Taiwanese Employee must execute a written acknowledgement
in the form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit Q - 1


















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 Incentive Award under
the Plan, a Covered Thai Employee must execute a written acknowledgement in the
form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit R - 1













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 Incentive Award under
the Plan, a Covered UK Employee must execute a written acknowledgement in the
form and manner established by the Employer.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit S - 1


 













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 Incentive Award under
the Plan, a Covered Uruguayan Employee must execute a written acknowledgement
in the form and manner established by the Employer.


II.            Plan Terms.


A.            Time of Payment.  Covered Uruguayan Employees will be paid
their quarterly Incentive Awards for the second, third and fourth 2004 calendar
quarters in calendar year 2005 together with their 2004 annual Incentive Award,
if any.  For quarterly and annual
Incentive Awards for calendar year 2005 and thereafter, the Incentive Awards
will be paid in a single sum in the calendar year immediately following the
calendar year to which the Incentive Award relates.  The Incentive Award payment will be made as
soon as practicable following the end of the calendar year and determination of
the Incentive Awards, including a determination that no annual Incentive Award
will be payable.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit T - 1