United Continental Holdings, Inc Performance-Based RSU Program



 Exhibit 10.29 
 SECOND AMENDMENT TO 
 UNITED CONTINENTAL HOLDINGS, INC. 

PERFORMANCE-BASED RSU PROGRAM 
 WHEREAS, the United Continental Holdings, Inc. Performance-Based RSU Program, as amended (the “Program”), has heretofore been adopted by the Compensation Committee (the
“Committee”) of the Board of Directors of United Continental Holdings, Inc. to implement in part the “RSU” and “Performance Compensation Award” provisions of the United Continental Holdings, Inc. 2008 Incentive
Compensation Plan, as amended from time to time; and 
 WHEREAS, the Committee is authorized to amend the Program; and

 WHEREAS, the Committee desires to amend the Program in certain respects; 

NOW, THEREFORE, the Program shall be amended as follows, effective with respect to Performance Periods (as such term is defined in
the Program) beginning on or after January 1, 2013: 
 1. Section 2.1(b) of the Program shall be deleted. 

2. Section 2.1(h) of the Program shall be deleted and the following shall be substituted therefor: 

“(h) “Change of Control Level ROIC” means, with respect to a Performance Period, the percentage established
by the Committee to be the Change of Control Level ROIC with respect to such Performance Period pursuant to Section 3.1.” 
 3. Section 2.1(o) of the Program shall be deleted and the following shall be substituted therefor: 
 “(o) “Entry Level ROIC” means, with respect to a Performance Period, the percentage established by the Committee to be the Entry Level ROIC with respect to such Performance Period pursuant
to Section 3.1.” 
 4. Section 2.1(bb) of the Program shall be deleted and the following shall be substituted
therefor: 
 “(bb) “ROIC” means, with respect to each Performance Period and determined based on
the regularly prepared and publicly available statements of operations of the Company prepared in accordance with applicable accounting rules, “Net Operating Profit After Tax” for such Performance Period divided by “Average
Invested Capital” for such Performance Period (expressed as a percentage carried to two decimal points), where: 
 “Net Operating Profit After Tax” means the following: 
 The difference
between (i) the sum of (A) the aggregate consolidated net income of the Company for such Performance Period (adjusted to exclude any item that is special, extraordinary or unusual in nature or infrequent in








 
occurrence (as determined in according with applicable accounting rules) and any unrealized gains or losses from hedging activities), (B) the aggregate consolidated interest expense and
income taxes incurred by the Company for such Performance Period, (C) the portion of the aggregate capitalized aircraft rent for all aircraft where the Company is the named lessor for such Performance Period that represents interest (which
shall be calculated as the sum of such amounts for each calendar year within such Performance Period based on the average interest rate incurred by the Company on book debt during such year), and (D) the aggregate consolidated interest expense
for such Performance Period on pension and post-retirement obligations less the aggregate consolidated expected returns for such Performance Period on pension assets, and (ii) the aggregate consolidated income taxes that would have been paid
for such Performance Period with respect to the sum described in clause (i) above based on the income tax rate implied by actual taxes paid as a percentage of consolidated net income determined in accordance with U.S. generally accepted
accounting principles; and 
 “Average Invested Capital” means the average “Invested Capital” for the years
included in such Performance Period, where “Invested Capital” means the following: 
 With respect to each such year,
the average of an amount equal to “A” plus “B” minus “C” for each of (i) the fiscal quarter immediately preceding
such year and (ii) the four fiscal quarters within such year, where: 
  

	 	“A”	equals the aggregate consolidated total assets of the Company as of the last day of such fiscal quarter; 


 

	 	“B”	equals the aggregate consolidated capitalized aircraft rent for aircraft leases where the Company is the named lessor for such fiscal quarter, which is
measured by multiplying the aircraft rent expense (mainline and regional) for the trailing 12-month period ending in such fiscal quarter by 7.0; and 

  

	 	“C”	equals the aggregate consolidated non-interest bearing liabilities of the Company (both current and long term), but excluding pre-paid mileage sale
obligations, as of the last day of such fiscal quarter.” 

 5. Section 2.1(ee) of the Program shall be
deleted and the following shall be substituted therefor: 
 “(ee) “Stretch Level ROIC” means, with
respect to a Performance Period, the percentage established by the Committee to be the Stretch Level ROIC with respect to such Performance Period pursuant to Section 3.1.” 

  
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 6. Section 2.1(hh) of the Program shall be deleted and the following shall be
substituted therefor: 
 “(hh) “Target Level ROIC” means, with respect to a Performance Period,
the percentage established by the Committee to be the Target Level ROIC with respect to such Performance Period pursuant to Section 3.1.” 
 7. As amended hereby, the Program is specifically ratified and reaffirmed. 

  
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