Success Sharing Program



 Exhibit 10.1 
 UNITED CONTINENTAL HOLDINGS, INC. 
 PROFIT SHARING PLAN 

General 
 Purpose. United Continental Holdings, Inc. (the “Company”) sponsors this United Continental Holdings, Inc. Profit Sharing Plan (the “Plan”) for the benefit of certain employees
of United Air Lines, Inc., Continental Airlines, Inc., and other participating Affiliates. 
 Collective Bargaining. As
it relates to Qualified Employees who are in the class or craft of employees covered by a collective bargaining agreement with the Employer pursuant to which the Employer has agreed to provide such Qualified Employees with participation in a profit
sharing bonus plan, this Plan is maintained pursuant to such agreement. 
 Cash Bonus Plan. The Plan is a cash bonus 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 under a particular pension, insurance, profit sharing, retirement, welfare or other employee benefit plan or arrangement maintained or contributed to by the Company or an Affiliate, the payments to an employee under the Plan will not 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. 

Effective Date. The Plan commenced on January 1, 2006 as the UAL Corporation Success Sharing Program – Profit Sharing
Plan and is hereby amended and restated effective January 1, 2011. 
 Term. The provisions of the Plan shall
continue indefinitely subject to termination by the Company, or, as it relates to any Qualified Employees who are in the class or craft of employees covered by a collective bargaining agreement with the Employer pursuant to which the Employer has
agreed to provide such Qualified Employees with participation in a profit sharing bonus plan, subject to termination pursuant to the terms of such collective bargaining agreement. 

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

Affiliate. “Affiliate” means any entity, corporate or otherwise, in which the Company,
directly or indirectly, owns or controls a greater than 80% interest. 

  

					
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 Annual Plan Threshold. “Annual Plan Threshold” means, as
applicable, the amount referenced in Section III.A or Appendix B which Pre-Tax Profit must exceed in order to trigger the payment of Awards for an Award Year. 
 Award. “Award” means the dollar value of the award payable to a Qualified Employee for an Award Year as determined under the Plan. 

Award Year. “Award Year” means the Plan Year for which a profit sharing Award, if any, is determined
under the Plan. 
 Board. “Board” means the Board of Directors of the Company. 

Bonus Pool. “Bonus Pool” means the aggregate amount available for distribution as profit sharing Awards
as determined under Section III.A, or, if applicable, Appendix B. 
 Code. “Code” means the
Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder). 
 Committee. “Committee” means the Compensation Committee of the Board or such other committee appointed by the Board to exercise the powers and perform the duties assigned to the
Compensation Committee under this Plan. 
 Company. “Company” means United Continental Holdings,
Inc. 
 Disability. “Disability” means the Qualified Employee has been determined to be disabled
under the Employer’s long-term disability plan in which such Qualified Employee participates, under the union-sponsored long-term disability plan in which such Qualified Employee participates, or by the Company pursuant to Plan Rules.

 Domestic Employee. “Domestic Employee” means any regular full-time or regular part-time U.S.
employee of an Employer, and also includes, with respect to an applicable Participating Employee Group, (1) any internationally based flight attendant covered by the collective bargaining agreement between United Air Lines, Inc. and the
Association of Flight Attendants, (2) any employee of Continental Micronesia, Inc. based in Guam or the Commonwealth of the Northern Mariana Islands, and (3) any employee designated by the Employer as an expatriate. 

Employer. “Employer” means United Air Lines, Inc., Continental Airlines, Inc., Continental Micronesia,
Inc., Mileage Plus, Inc., and any other Affiliate which is designated by the Company from time to time as participating in the Plan. 
 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 Qualified Employee who is in a class or craft of employees covered by a collective bargaining agreement with the Employer pursuant to which the


  

					
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Employer has agreed to provide such Qualified Employees with participation in a profit sharing bonus plan, such other employment action as may be defined as a “furlough” in the
applicable collective bargaining agreement. 
 International Employee. “International Employee”
means any regular full-time or regular part-time employee of an Employer whose regular work is in a location outside of the United States, but does not include, with respect to an applicable Participating Employee Group, (1) any internationally
based flight attendant covered by the collective bargaining agreement between United Air Lines, Inc. and AFA, (2) any employee of Continental Micronesia, Inc. based in Guam or the Commonwealth of the Northern Mariana Islands, or (3) any
employee designated by the Company as an expatriate. In addition, any full-time or regular part-time employee who is not classified by an Employer as a “U.S. employee” shall be considered an International Employee. 

Management and Administrative Employee Group. “Management and Administrative Employee Group” means those
Domestic Employees of the Employer (i) who are classified by the Employer as management and administrative employees (on other than a temporary reclassification basis), (ii) whose employment is for an indefinite period, and (iii) who
are employed in an Employer established job classification not covered by a collective bargaining agreement. 

Officer. “Officer” means (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. or Continental Airlines, Inc.
who is an “officer” of the Company under Rule 16a-1(f) or who reports directly to the Chairman or the CEO. 
 Participating Employee Group. Each of the following is considered a “Participating Employee Group”: 
  

	 	1.	 the Management and Administrative Employee Group; 


  


	 	2.	 each class or craft of U.S. employees who are not covered by a collective bargaining agreement between an Employer and a union and who are not
members of the Management and Administrative Employee Group but who nevertheless generally receive the same benefits as the Management and Administrative Employee Group; and 



 

	 	3.	each class or craft of employees covered by a collective bargaining agreement between an Employer and a union which expressly provides for coverage under a profit
sharing bonus plan such as the Plan, 

 but the following are excluded from such definition: (i) each class or
craft of employees covered by a collective bargaining agreement between an Employer and a union which does not expressly provide for coverage under a profit sharing bonus plan such as the Plan and (ii) International Employees. 

  

					
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 Plan. “Plan” means the United Continental Holdings, Inc.
Profit Sharing Plan as set forth herein. The Plan is an amendment and restatement of the UAL Corporation Success Sharing Program – Profit Sharing Plan. 
 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 12-month period that corresponds to the Company’s fiscal year. 
 Pre-Tax Profit.
“Pre-Tax Profit” means the Company’s consolidated net income as determined under U.S. generally accepted accounting principles, but excluding as determined by the Committee: (i) consolidated federal, state and local income
tax expense (or credit); (ii) unusual, special, or non-recurring charges, (iii) charges with respect to the grant, exercise or vesting of equity, securities or options granted to employees of the Company or any Affiliate, and
(iv) expense associated with the profit sharing contributions. 
 Qualified Employee. “Qualified
Employee” means a Domestic Employee of an Employer who, in accordance with the Employer’s personnel policies, has completed a year of service as of December 31 of the Award Year and satisfies the eligibility requirements of Section
II.A. 
 Retirement. “Retirement” means the Employee has retired in accordance with the
Employer’s employment policies and regulations. 
 Wages. “Wages” has the meaning provided
in Section III.C. 
 Participation. 
 Eligibility. A Qualified Employee is entitled to receive payment of an Award for an Award Year if he or she is employed through the end of the Award Year and following the Award Year and through
the payment date, except as follows: 
  

	 	a.	 All Qualified Employees are entitled to payment of an Award if their employment is involuntarily terminated (including Furlough), other than for
Cause, during the Award Year or after the Award Year and prior to the payment date. 


  

	 	b.	 All Qualified Employees are entitled to payment of an Award if their termination of employment during an Award Year or after the end of the Award
Year and prior to the payment date, is on account of death, Disability or Retirement. 


  

	 	c.	 All Qualified Employees are entitled to payment if their termination of employment is voluntary and occurs after the end of the Award Year and prior
to the payment date. 



  

					
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 Employee Classifications. The classification by an Employer 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 employee classification 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. 

Profit Sharing Awards. 
 Bonus Pool. After the end of each Award Year, if the Company’s Pre-Tax Profit for that year exceeds the Annual Plan Threshold of ten million dollars ($10,000,000), a Bonus Pool will be
established in an aggregate amount equal to fifteen percent (15%) of the Company’s Pre-Tax Profit for the specified Award Year. 
 Allocation of Bonus Pool. 
  

	 	1.	 Determination of Each Participating Employee Group’s Share. Once the Bonus Pool is determined for an Award Year, each Participating
Employee Group is entitled to a share of the Bonus Pool equal to the ratio of the total Wages of all Qualified Employees in such Participating Employee Group to the total Wages of all Qualified Employees of the Employers for the Award Year.



  

	 	2.	Determination of Each Qualifying Employee’s Award. With respect to each Qualified Employee in a Participating Employee Group, such Qualified Employee is
entitled to an Award equal to the portion of the Participating Employee Group’s share of the Bonus Pool (determined in Section III.B.1 above) that is equal to the ratio of his or her Wages to the total Wages of all Qualified Employees within
that Participating Employee Group for the Award Year. Notwithstanding the foregoing provisions of this subsection 2, Awards from a Participating Employee Group’s share of the Bonus Pool determined under Section III.B.1 shall be allocated to
Qualified Employees within such Participating Employee Group in accordance with the terms of any collective bargaining agreement between the applicable Employer and the applicable union representing that Participating Employee Group.


 Wages. Wages for a Plan Year will be determined as follows: 

 

	 	1.	 Compensation Included. “Wages” will only include compensation paid (or payable) during a Plan Year to a Qualified Employee for the
period he or she is a Qualified Employee and shall include the items listed in Paragraph A-1 of Appendix A. Wages will include compensation not paid as a result of an earnings




  

					
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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 Paragraph A-2 of Appendix A.


  

	 	3.	Reemployment. In the event a Qualified Employee terminates employment and is reemployed by an Employer, such employee’s Wages will include amounts paid
during the applicable Plan Year, both prior to the termination and following such reemployment. 

  

	 	4.	Determination of Wages. Subject to the provisions of Appendix A, the Company’s Executive Vice President – Human Resources and Labor Relations will
determine, in his or her discretion (subject to a contrary requirement under any applicable collective bargaining agreement determination under any applicable collective bargaining agreement grievance procedure in the case of an employee who is in
the class or craft of employees covered by a collective bargaining agreement), whether an item of compensation is included or excluded from the definition of “Wages.” 


Time of Payment. Award payments will be made following determination of the Company’s Pre-Tax Profit for the fiscal year, but
not later than March 15 or as soon as administratively practicable thereafter. Notwithstanding the foregoing, the Committee may, in its reasonable discretion, vary the time for making the payments provided herein, provided such modification
does not cause the payments to become subject to the tax under Section 409A of the Code. Nothing herein shall be construed to grant to any Qualified Employee who is entitled to payment of an Award or to any person claiming under or through such
Qualified Employee the right to elect a modification of the time for receiving payments hereunder. 
 Payment Methods.
Each Qualified Employee entitled to an Award will receive payment of the Award in cash, subject to such employee’s right, if any, to elect to defer receipt of a portion of such cash payment as may be permitted under any Employer-sponsored
401(k) plan in which the Qualified Employee is eligible to participate. Payment is subject to any applicable withholding taxes and other amounts the Company reasonably determines it is obligated to withhold or deduct pursuant to federal, state or
local laws. Notwithstanding the foregoing: 
 The Committee shall have the right, in its reasonable discretion,
to vary the form of payment of Awards payable to Officers by payment in shares of the Company’s common stock. In the event the Company reasonably anticipates that the Company’s deduction with respect to a payment otherwise would be limited
or eliminated by application of Section 162(m) of the Code, the Committee may enter into an agreement with an Officer to provide payment of an Award on a deferred basis through a bookkeeping account, the value of which may be


  

					
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determined by reference to the Company’s common stock, provided such written deferred payment arrangement complies with the requirements of Section 409A of the Code, including the
requirement that the payment be made either at the earliest date at which the Company reasonably anticipates the payment of the amount will not be limited or eliminated by application of Section 162(m) of the Code or the calendar year in which
the officer separates from service with the Company and all affiliates. 
  

	 	2.	Payment of Awards for any employee group shall be made as a profit sharing contribution to the applicable Employer-sponsored 401(k) plan if required under the terms of
the applicable collective bargaining agreement or, in the case of the Management and Administrative Employee Group, if so determined by the Company. 

 Mileage Plus, Inc. Notwithstanding the foregoing, Awards for Qualified Employees who are in the class or craft of employees covered by the collective bargaining agreement between the IAM 141 and
Mileage Plus, Inc. are determined in accordance with Appendix B. 
 Plan Administration. 

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 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 person, including any employee of any Employer, any Qualified Employee and any person claiming under or through the Qualified Employee. No employee of an
Employer, 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. 

Committee. The Committee has the sole authority and responsibility to administer Awards payable to Officers. 

Amendment or Termination. 
 Authority to Amend or Terminate Plan. The Plan may at any time be amended, modified, suspended or terminated, as the Company 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. 

Authority to Amend Awards. The Committee in its sole discretion may reduce or eliminate an Award payable to any member of the
Management and Administrative Employee Group classified by the Company as a management employee. In addition, 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 

  

					
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applicable securities laws, local laws outside the United States and the pooling of interests requirements in connection with a merger, provided that nothing in this Section V.B affects the
rights of any employee to an Award required under the terms of a collective bargaining agreement. 
 Miscellaneous.

 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. 
 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. 
 Conflict. Notwithstanding anything to the contrary in the Plan, the Plan Rules or Plan administration, the Employer’s obligations to any employees covered by collective bargaining agreements
shall be governed by the applicable terms of such agreements, and any conflict between the terms of the Plan, the Plan Rules or Plan administration and the applicable collective bargaining agreements with respect to such employees shall be resolved
in favor of the Employer’s obligations under the applicable collective bargaining agreements. 
 IN WITNESS
WHEREOF, the Company has caused this amendment and restatement of the Plan to be executed on its behalf, effective as of January 1, 2011. 
  

	
	 UNITED CONTINENTAL HOLDINGS, INC.

	
	 /s/ Michael P. Bonds

	     Michael P. Bonds

	     Executive Vice President

	     Human Resources and Labor Relations




  

					
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	 	8	 	January 1, 2011









 Exhibit 10.1 
 Appendix A 
 Wages 

A-1. Inclusions. For purposes of Section 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 a military leave 


  

	 	•	 	 shift differential pay 


  

	 	•	 	 back pay to the extent such pay is otherwise categorized as Wages related to the applicable Plan Year (other than judicial or administrative awards
of grievance pay or back pay (including settlements 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 


 A-2. Exclusions. For purposes of Section 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 


  

	 	•	 	 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 



  

					
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	 	Appendix A-1	 	January 1, 2011










	 	•	 	 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 


  

	 	•	 	 taxable distributions of the Company’s common stock or notes (including cash in lieu of such stock or notes) made in connection with UAL
Corporation’s confirmed plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code 


  

	 	•	 	 payments made to employees domiciled outside of the United States that are in lieu of Employer contributions to a retirement plan



  

	 	•	 	 any amount counted as wages under this Plan or any other profit sharing plan for a prior Award Year. 



A-3. Special Crediting Rule. For purposes of allocating Wages earned by a Qualified Employee for services rendered during a Plan Year 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.  

  

					
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	 	Appendix A-2	 	January 1, 2011









 September 3, 2003 

Appendix B 

Special Award Provisions 

B-1 Purpose and Application. The purpose of this Appendix B to the United Continental Holdings, Inc. Profit Sharing Plan is to modify and
supplement the provisions of the Plan as they relate to Qualified Employees who are in the class or craft of employees covered by the collective bargaining agreement between the IAM 141 and Mileage Plus, Inc. 

B-2 Annual Plan Threshold. For purposes of this Appendix B, the Annual Plan Threshold means 10% of the Company’s Net UAL
Revenue for the specified Award Year, where “Net UAL Revenue” means the Company’s consolidated Operating Revenues less “Regional affiliates” expense, both as determined under U.S. generally accepted accounting principles and
reported in regulatory filings. 
 B-3 Bonus Pool. For purposes of this Appendix B, after the end of each Award Year, to the
extent that the Company’s Pre-Tax Profit exceeds the specified Annual Plan Threshold under Section B-2 for that Year, a separate Bonus Pool will be established in an aggregate amount equal to fifteen percent (15%) of the Company’s
Pre-Tax Profit that is in excess of the Annual Plan Threshold for that Award Year, but not in excess of an amount equal to eight percent (8%) of the aggregate Wages (as defined in Appendix A) of all Qualified Employees eligible to receive
payment of an Award for such Award Year under this Appendix B. The IAM Mileage Plus Employee Group will be allocated 0.078625% of the separate Bonus Pool, and the Qualified Employees in the IAM Mileage Plus Employee Group will receive an allocation
of the separate Bonus Pool as determined by the IAM 141. 

  

					
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	 	Appendix B-1	 	January 1, 2011