ITS SOLE DISCRETION MAY DESIGNATE FROM TIME TO
TIME TO PARTICIPATE HEREUNDER.
(W)
PREVIOUSLY ACQUIRED SHARES:
SHARES OF COMMON STOCK THAT ARE
ALREADY OWNED BY THE PARTICIPANT OR, WITH RESPECT TO ANY AWARD, THAT ARE TO BE
ISSUED UPON THE GRANT, EXERCISE OR VESTING OF SUCH AWARD.
2
(X)
RESTRICTED SHARE: A RESTRICTED SHARE OF COMMON STOCK GRANTED
PURSUANT TO SECTION 10.
(Y)
RETIREMENT:
TERMINATION OF EMPLOYMENT AT OR AFTER ATTAINING AGE
55 AND COMPLETING TEN (10) YEARS OF SERVICE WITH THE COMPANY OR AN AFFILIATE, OR
TERMINATION OF EMPLOYMENT AFTER ATTAINING AGE 65.
WITH RESPECT TO A PARTICIPANT
WHO WAS IN THE EMPLOY OF A CORPORATION OR OTHER ORGANIZATION WHOSE BUSINESS WAS
ACQUIRED BY THE COMPANY OR ANY AFFILIATE, IF (AND ONLY TO THE EXTENT)
SPECIFICALLY PROVIDED BY THE COMMITTEE, SERVICE WILL INCLUDE THE PERIOD OF
SERVICE SUCH PARTICIPANT WAS IN THE EMPLOY OF SUCH CORPORATION OR OTHER
ORGANIZATION PRIOR TO SUCH ACQUISITION).
(Z)
STOCK APPRECIATION RIGHT.
A STOCK APPRECIATION RIGHT GRANTED
PURSUANT TO SECTION 9.
(AA)
SHAREHOLDER APPROVAL DATE:
THE DATE, IF ANY, ON WHICH THE MEIP IS
APPROVED BY THE COMPANY'S STOCKHOLDERS, OR IS OTHERWISE TREATED AS APPROVED BY
THE COMPANY'S STOCKHOLDERS FOR PURPOSES OF SECTION 422 OF THE CODE.
(BB)
SUBSIDIARY:
UNITED AIR LINES, INC., ANY OTHER CORPORATION ALL OF
THE OUTSTANDING VOTING STOCK OF WHICH IS OWNED, DIRECTLY OR INDIRECTLY, BY THE
COMPANY, AND ANY OTHER SUCH ENTITY, CORPORATE OR OTHERWISE, AS THE COMPANY IN
ITS SOLE DISCRETION FROM TIME TO TIME DETERMINES TO BE A SUBSIDIARY.
(CC)
TERMINATION OF EMPLOYMENT.
A COMPLETE SEVERANCE OF AN EMPLOYEE'S
RELATIONSHIP WITH THE COMPANY AND ALL AFFILIATES, FOR ANY REASON.
FOR ANY AWARD
SUBJECT TO SECTION 409A OF THE CODE, A PARTICIPANT WILL BE TREATED AS HAVING A
TERMINATION OF EMPLOYMENT ONLY IF SUCH TERMINATION CONSTITUTES A "SEPARATION
FROM SERVICE" WITHIN THE MEANING OF SECTION 409A OF THE CODE.
3.
SHARES SUBJECT TO THE MEIP
(A)
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 19, THE MAXIMUM
NUMBER OF SHARES OF COMMON STOCK THAT WILL BE AVAILABLE FOR ISSUANCE UNDER THE
MEIP WILL BE 9,825,000 SHARES OF COMMON STOCK.
THE SHARES AVAILABLE FOR
ISSUANCE UNDER THE MEIP MAY, AT THE ELECTION OF THE COMMITTEE, BE EITHER
TREASURY SHARES OR SHARES AUTHORIZED BUT UNISSUED, AND, IF TREASURY SHARES ARE
USED, ALL REFERENCES IN THE MEIP TO THE ISSUANCE OF SHARES WILL, FOR CORPORATE
LAW PURPOSES, BE DEEMED TO MEAN THE TRANSFER OF SHARES FROM TREASURY.
(B)
SHARES OF COMMON STOCK THAT ARE ISSUED UNDER THE MEIP OR THAT ARE
SUBJECT TO OUTSTANDING AWARDS WILL BE APPLIED TO REDUCE THE MAXIMUM NUMBER OF
SHARES OF COMMON STOCK REMAINING AVAILABLE FOR ISSUANCE UNDER THE MEIP;
PROVIDED, HOWEVER, THAT SHARES SUBJECT TO AN AWARD THAT LAPSES, EXPIRES, IS
FORFEITED (INCLUDING ISSUED SHARES FORFEITED UNDER A RESTRICTED STOCK AWARD) OR
FOR ANY REASON IS TERMINATED UNEXERCISED OR UNVESTED OR IS SETTLED OR PAID IN
CASH OR ANY FORM OTHER THAN SHARES OF COMMON STOCK WILL AUTOMATICALLY AGAIN
BECOME AVAILABLE FOR ISSUANCE UNDER THE