Form of Performance-Based Restricted Stock Unit Award Notice



 Exhibit 10.40 
 PERFORMANCE-BASED RSU AWARD NOTICE 
 to [Name] 

Pursuant to the United Continental Holdings, Inc. 
 Performance-Based RSU Program 
 Performance Period January 1,
20[    ] to December 31, 20[    ] 
 1. The
Program. This document constitutes your formal Award Notice with respect to an Award of RSUs as a Participant under the United Continental Holdings, Inc. Performance-Based RSU Program (as amended from time to time, the
“Program”) adopted under the United Continental Holdings, Inc. 2008 Incentive Compensation Plan (as amended from time to time, the “ICP”). This Award Notice evidences your receipt of an award of RSUs under the
Program with respect to the performance period commencing on January 1, 20[    ] and ending on December 31, 20[    ] (the “Performance Period”), subject to the terms of
the Program and the ICP. The effective date of your commencement in the Program with respect to this Award is [                    ,
20    ]. 
 2. Number of RSUs; The Goal. The Compensation Committee of the
Board of Directors of the Company (the “Committee”) has established certain performance goals for RSUs under the Program. The Committee has established the following terms and performance goals with respect to your Award:

 (a) RSUs. The number of RSUs subject to this Award as of the
effective date of grant is             . 
 (b) Performance Target. The Performance Target is the minimum level of ROIC that must be achieved by the Company for the Performance Period in order for you to receive a Payment
Amount. Achievement of the Performance Target for the Performance Period means that the ROIC for the Performance Period equals or exceeds the Entry Level ROIC for the Performance Period. The entry, target, and stretch levels are as follows:

 i. Entry Level ROIC (which is more specifically defined in the Program) generally means the
Company’s Average Cost of Invested Capital for the Performance Period [[plus] [minus]      Basis Points]; 
 ii. Target Level ROIC is equal to Entry Level ROIC plus      Basis Points; and 

iii. Stretch Level ROIC is equal to Target Level ROIC plus      Basis Points.

 (c) Change of Control. If a Change of Control occurs during the Performance
Period, then the ROIC for the Performance Period will be deemed to be equal to the Entry Level ROIC plus      Basis Points. 







 3. Payout upon Achievement of Goal. 

(a) Payment Amount. If the ROIC for the Performance Period equals or exceeds the Entry Level
ROIC for the Performance Period and you have remained continuously employed by the Company or a subsidiary through the end of the Performance Period, then the Payment Amount with respect to this Award will be an amount equal to (i) the number
of RSUs subject to your Award for the Performance Period, multiplied by (ii) your Vested Percentage for the Performance Period, multiplied by (iii) the Fair Market Value (which is the average closing sales price over 20 consecutive Trading
Days) of the Company’s stock as of the Payment Computation Date for the Performance Period (which is generally the last day of the Performance Period, subject to limited exceptions). [Notwithstanding the foregoing, in no event will the payment
under the Program with respect to an RSU subject to this Award exceed an amount equal to $             (the “Maximum Payment Amount”), which amount is subject to
adjustment as provided in the Program.]1 

(b) Vested Percentage. Your Vested Percentage with respect to the Performance Period means:
    % (representing the Entry Level RSU Percentage), plus (1) an additional     % for each Basis Point by which the Company’s ROIC with respect to the Performance Period exceeds
the Entry Level ROIC with respect to the Performance Period, up to and including the Target Level ROIC (representing a Target Level RSU Percentage of     %), and (2) an additional     % for
each Basis Point by which the Company’s ROIC with respect to the Performance Period exceeds the Target Level ROIC with respect to such period, up to and including the Stretch Level ROIC (representing a Stretch Level RSU Percentage of
    %). 
 4. Continuous Employment Required. Receipt of a Payment Amount is
conditioned on your continuous employment with the Company or its subsidiaries through the last day of the Performance Period (with limited exceptions, as described in the Program). 

5. Pro-Rated Payment. Your Payment Amount may be prorated as provided in the Program under certain circumstances.

 6. Negative Discretion. In general, and subject to limited exceptions (as described in the Program),
the Committee will have the right to reduce or eliminate the Payment Amount that would otherwise be payable for the Performance Period if the Committee determines in its discretion that such reduction or elimination is appropriate and
in the best interest of the Company based on the Company’s unrestricted cash, cash equivalents, and short term investments and cash readily accessible under the Company’s unused lines of credit as of the end of the Performance Period;
provided, however, that any such reduction or elimination shall apply in a uniform and nondiscriminatory manner to all Participants who are otherwise entitled to receive a Payment Amount with respect to the Performance Period. 

 

	1	 [The Maximum Payment Amount will be included if established by the Committee in accordance with the terms of the Program at the time the Award is granted.] 



  
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 7. Program and ICP Control. Capitalized terms used in this Award
Notice are defined in the Program. The Program and the ICP are hereby incorporated into this Award Notice by reference. All statements in this Award Notice are qualified in their entirety by reference to the Program and the ICP. If you have any
questions, or wish to obtain a copy of the Program or the ICP, please contact             . 

  
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