United Continental Holdings, Inc. Sample Contracts

United Continental Holdings, Inc. – News Release United Airlines Worldwide Media Relations 872.825.8640 Media.relations@united.com (May 17th, 2018)

Chicago, May 17, 2018 – United Airlines (UAL) today announced Gerry Laderman has been named acting chief financial officer. He succeeds Andrew Levy, who has decided to leave United. UAL will immediately begin a search for a new chief financial officer.

United Continental Holdings, Inc. – UNITED CONTINENTAL HOLDINGS, INC. 2017 INCENTIVE COMPENSATION PLAN (May 30th, 2017)
United Continental Holdings, Inc. – AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of March 29, 2017 among UNITED AIRLINES, INC., as Borrower, UNITED CONTINENTAL HOLDINGS, INC., as Parent and a Guarantor, THE SUBSIDIARIES OF THE PARENT PARTY HERETO OTHER THAN THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., BARCLAYS BANK PLC and CITIGROUP GLOBAL MARKETS INC., as Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA and MORGAN STANLEY SENIOR FUNDING INC., as Documentation Agents, JP (April 3rd, 2017)

This Agreement amends and restates in its entirety that certain Credit and Guaranty Agreement, dated as of March 27, 2013 (together with all amendments, modifications and supplements thereto, the “Existing Facility”) among the Borrower, the Parent, the Administrative Agent and the lenders (the “Existing Lenders”) party thereto.

United Continental Holdings, Inc. – United Announces Board Changes and Resolution of Proxy Contest Edward L. Shapiro and Barney Harford Join Board in Settlement Agreement; Mutually Agreed Additional Director to Join Board Within Six Months Robert A. Milton To Become Non-Executive Chairman of the Board (April 20th, 2016)

CHICAGO, April 20, 2016 — United Continental Holdings, Inc. (NYSE: UAL) today announced additional changes to its Board and a settlement agreement with Altimeter Capital Management, LP and PAR Capital Management, Inc. under which two of their designees, Edward L. Shapiro, Managing Partner and portfolio manager at PAR, and Barney Harford, former Chief Executive Officer of Orbitz Worldwide, Inc., will immediately join the Board.  United will also add a mutually agreed independent director to the Board within six months.  Altimeter has withdrawn its notice of intent to nominate directors at the 2016 Annual Meeting of Shareholders and agreed to certain “stand-still” provisions.

United Continental Holdings, Inc. – AGREEMENT (April 20th, 2016)

This Agreement (this “Agreement”) is dated as of April 19, 2016, by and among PAR Capital Management, Inc., a Delaware corporation (“PAR Capital”), Altimeter Capital Management, LP, a Delaware limited partnership (“Altimeter Capital” and, together with PAR Capital, the “Stockholders”), United Continental Holdings, Inc., a Delaware corporation (the “Company”), and the other signatories listed on the signature page hereto.

United Continental Holdings, Inc. – AGREEMENT (April 20th, 2016)

This Agreement (this “Agreement”) is dated as of April 19, 2016, by and among PAR Capital Management, Inc., a Delaware corporation (“PAR Capital”), Altimeter Capital Management, LP, a Delaware limited partnership (“Altimeter Capital” and, together with PAR Capital, the “Stockholders”), United Continental Holdings, Inc., a Delaware corporation (the “Company”), and the other signatories listed on the signature page hereto.

United Continental Holdings, Inc. – AMENDED AND RESTATED BYLAWS OF UNITED CONTINENTAL HOLDINGS, INC. (February 19th, 2016)

As used in these Restated Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

United Continental Holdings, Inc. – News Release (September 9th, 2015)

UAL’s August 2015 consolidated traffic (revenue passenger miles) increased 1.5 percent and consolidated capacity (available seat miles) increased 2.3 percent versus August 2014. UAL’s August 2015 consolidated load factor decreased 0.7 points compared to August 2014.

United Continental Holdings, Inc. – News Release United Airlines Worldwide Media Relations (August 4th, 2015)

CHICAGO, August 4, 2015—United Airlines (UAL) today announced that Gerald (Gerry) Laderman has been named acting chief financial officer. He succeeds John Rainey, who has resigned to become chief financial officer at PayPal Holdings, Inc.

United Continental Holdings, Inc. – UNITED CONTINENTAL HOLDINGS, INC. EXECUTIVE SEVERANCE PLAN (Effective October 1, 2014) (June 20th, 2014)

In order to encourage the retention of key management employees and to replace severance benefits previously provided under employment agreements with certain officers, the Compensation Committee of the Board of Directors (the “Committee”) of United Continental Holdings, Inc., a Delaware corporation (“UCH”), has adopted this Executive Severance Plan (as it may be amended pursuant to the terms hereof, this “Plan”).

United Continental Holdings, Inc. – United Continental Holdings, Inc. Announces Call for Optional Redemption of 4.50% Senior Limited- Subordination Convertible Notes Due 2021 (January 15th, 2014)

CHICAGO, Jan. 10, 2014 – United Continental Holdings, Inc. (NYSE: UAL) today announced that it is notifying holders of the $155,640,000 outstanding principal amount of its 4.50 percent Senior Limited-Subordination Convertible Notes due 2021 (the “Notes”) that it has elected to effect an optional redemption of all of the outstanding Notes on Feb. 10, 2014 (the “Redemption Date”). On the Redemption Date, United Continental Holdings, Inc. (the “Company”) will redeem the entire outstanding principal amount of the Notes, at a price in cash equal to 100 percent of the principal amount of such Notes, plus accrued and unpaid interest thereon to but not including the Redemption Date.

United Continental Holdings, Inc. – UNITED AIRLINES FLIGHT ATTENDANT 401(k) PLAN 2002 RESTATEMENT INCLUDING SIXTEEN AMENDMENTS CONFORMED RESTATEMENT AS OF JANUARY 1, 2013 (October 24th, 2013)
United Continental Holdings, Inc. – WORKING COPY RESTATEMENT SENT TO IRS 1-31-2013 UNITED AIRLINES PILOT DIRECTED ACCOUNT PLAN 2002 RESTATEMENT INCLUDING SEVENTEEN AMENDMENTS WORKING COPY RESTATEMENT AS OF JANUARY 1, 2013 (October 24th, 2013)
United Continental Holdings, Inc. – AMENDED AND RESTATED BYLAWS OF UNITED CONTINENTAL HOLDINGS, INC. (December 14th, 2012)

As used in these Restated Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

United Continental Holdings, Inc. – Safe Harbor Statement Certain statements included in this presentation are forward-looking and thus reflect our current expectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to our operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as “expects,” “will,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” (March 1st, 2011)
United Continental Holdings, Inc. – FORM OF EMPLOYEE STOCK OPTION AGREEMENT (PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. 1997 STOCK INCENTIVE PLAN) (October 1st, 2010)

This STOCK OPTION AGREEMENT (this “Option Agreement”) is between Continental Airlines, Inc., a Delaware corporation (“Company”), and                      (“Optionee”), and is dated as of the date set forth immediately above the signatures below.

United Continental Holdings, Inc. – FORM OF OUTSIDE DIRECTOR STOCK OPTION AGREEMENT (PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. 1997 STOCK INCENTIVE PLAN) (October 1st, 2010)

This STOCK OPTION AGREEMENT (this “Option Agreement”) is between Continental Airlines, Inc., a Delaware corporation (“Company”), and                              (“Optionee”), and is dated as of the date set forth immediately above the signatures below.

United Continental Holdings, Inc. – CONTINENTAL AIRLINES, INC. INCENTIVE PLAN 2000 AS AMENDED AND RESTATED EFFECTIVE AS OF MARCH 27, 2000 (October 1st, 2010)
United Continental Holdings, Inc. – FORM OF OPTION GRANT DOCUMENT—FORM 1 PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. 2005 PILOT SUPPLEMENTAL OPTION PLAN (THE “PLAN”) IF THE HOLDER ACCEPTS THIS OPTION, THE HOLDER AGREES TO BE BOUND BY ALL OF THE TERMS, PROVISIONS, CONDITIONS AND LIMITATIONS OF THE PLAN AND THIS OPTION GRANT DOCUMENT. THE PLAN IS HEREBY INCORPORATED BY REFERENCE AS A PART OF THIS OPTION GRANT DOCUMENT. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED THERETO IN THE PLAN. (October 1st, 2010)
United Continental Holdings, Inc. – FORM OF OPTION GRANT DOCUMENT – FORM 1 PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. 2005 BROAD BASED EMPLOYEE STOCK OPTION PLAN (THE “PLAN”) IF THE HOLDER ACCEPTS THIS OPTION, THE HOLDER AGREES TO BE BOUND BY ALL OF THE TERMS, PROVISIONS, CONDITIONS AND LIMITATIONS OF THE PLAN AND THIS OPTION GRANT DOCUMENT. THE PLAN IS HEREBY INCORPORATED BY REFERENCE AS A PART OF THIS OPTION GRANT DOCUMENT. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED THERETO IN THE PLAN. (October 1st, 2010)
United Continental Holdings, Inc. – CONTINENTAL AIRLINES, INC. INCENTIVE PLAN 2000 (as amended and restated through February 20, 2002) (October 1st, 2010)

The purpose of the Continental Airlines, Inc. Incentive Plan 2000 is to provide a means through which Continental Airlines, Inc. and its subsidiaries may attract able persons to serve as directors, or to enter or remain in the employ of the Company (as defined below) or its subsidiaries, and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its subsidiaries rest, and whose present and potential contributions to the welfare of the Company and its subsidiaries are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its subsidiaries. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its subsidiaries. So that the maximum incentive can be provided, the Plan provides for granting Incentive Stock Options,

United Continental Holdings, Inc. – Amendment No. 1 to Continental Airlines, Inc. Incentive Plan 2000 (October 1st, 2010)

This Amendment (this “Amendment”) to the Continental Airlines, Inc. Incentive Plan 2000, as amended and restated as of March 27, 2000 (the “Plan”), is dated as of May 15, 2001 and has been adopted by the Board of Directors of Continental Airlines, Inc., a Delaware corporation (the “Company”), on May 15, 2001:

United Continental Holdings, Inc. – Amendment to Continental Airlines, Inc. Incentive Plan 2000 (as amended and restated through February 20, 2002) (October 1st, 2010)

This Amendment (this “Amendment”) to the Continental Airlines, Inc. Incentive Plan 2000 (as amended and restated through February 20, 2002) (the “Plan”) is dated as of March 12, 2004 and has been adopted by the Board of Directors of Continental Airlines, Inc., a Delaware corporation, on March 12, 2004.

United Continental Holdings, Inc. – [UPDATED FORM TO FACILITATE ELECTRONIC DELIVERY] FORM OF OUTSIDE DIRECTOR OPTION GRANT DOCUMENT (October 1st, 2010)

This OUTSIDE DIRECTOR OPTION GRANT DOCUMENT (this “Option Grant Document”) is between Continental Airlines, Inc., a Delaware corporation (“Company”), and Holder and is dated as of                     .

United Continental Holdings, Inc. – FORM OF OUTSIDE DIRECTOR STOCK OPTION AGREEMENT (PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. 1998 STOCK INCENTIVE PLAN) IF THE OPTIONEE ACCEPTS THIS OPTION, THE OPTIONEE AGREES TO BE BOUND BY ALL OF THE TERMS, PROVISIONS, CONDITIONS AND LIMITATIONS OF THE PLAN AND THIS OUTSIDE DIRECTOR STOCK OPTION AGREEMENT. THE PLAN IS HEREBY INCORPORATED BY REFERENCE AS A PART OF THIS OUTSIDE DIRECTOR STOCK OPTION AGREEMENT. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED THERETO IN THE PLAN. (October 1st, 2010)

This STOCK OPTION AGREEMENT (this “Option Agreement”) is between Continental Airlines, Inc., a Delaware corporation (“Company”), and Optionee and is dated as of [            ].

United Continental Holdings, Inc. – CONTINENTAL AIRLINES, INC. 2005 PILOT SUPPLEMENTAL OPTION PLAN (Adopted February 28, 2005) (October 1st, 2010)

The purpose of the Continental Airlines, Inc. 2005 Pilot Supplemental Option Plan is to recognize the reductions in wages and benefits contained within the tentative agreement (the “TA”) between the Company (as defined below) and the Air Line Pilots Association (“ALPA”) which was negotiated between the Company and ALPA as an element of the Company’s cost reduction program announced by the Company in November 2004 (the “Reduction Program”). This Plan will permit the Company to attract able persons to enter or remain in the employ of the Company or its subsidiaries, and to provide a means whereby those individuals whose present and potential contributions to the welfare of the Company and its subsidiaries are of importance can acquire stock ownership, thereby strengthening their concern for the welfare of the Company and its subsidiaries. A further purpose of the Plan is to provide such individuals with incentive and reward opportunities designed to enhance the profitable growth of the C

United Continental Holdings, Inc. – FIRST AMENDMENT TO CONTINENTAL AIRLINES, INC. INCENTIVE PLAN 2010 (as amended and restated through February 17, 2010) (October 1st, 2010)

WHEREAS, Continental Airlines, Inc. (the “Company”) has heretofore adopted the Continental Airlines, Inc. Incentive Plan 2010 (as amended and restated through February 17, 2010) (the “Plan”); and

United Continental Holdings, Inc. – AMENDED AND RESTATED BYLAWS OF UNITED CONTINENTAL HOLDINGS, INC. (October 1st, 2010)

As used in these Restated Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

United Continental Holdings, Inc. – Amendment No. 1 to Continental Airlines, Inc. 1998 Stock Incentive Plan, Continental Airlines, Inc. 1997 Stock Incentive Plan and Continental Airlines, Inc. 1994 Incentive Equity Plan as Amended and Restated as of November 20, 1998 (October 1st, 2010)

This Amendment (this “Amendment”) to the Continental Airlines, Inc. 1998 Stock Incentive Plan, the Continental Airlines, Inc. 1997 Stock Incentive Plan and the Continental Airlines, Inc. 1994 Incentive Equity Plan, each as amended and restated as of November 20, 1998 (collectively, the “Plans”), is dated as of May 15, 2001 and has been adopted by the Board of Directors of Continental Airlines, Inc., a Delaware corporation (the “Company”), on May 15, 2001:

United Continental Holdings, Inc. – CONTINENTAL AIRLINES, INC., AS ISSUER, TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 1, 2010 SUPPLEMENTING AND AMENDING THE INDENTURE DATED AS OF JUNE 10, 2003 (5% Convertible Notes due 2023) (October 1st, 2010)

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 2010, (hereinafter called the “Supplemental Indenture”), is by and among CONTINENTAL AIRLINES, INC., a Delaware corporation (hereinafter called the “Company”), UNITED CONTINENTAL HOLDINGS, INC., a Delaware corporation (hereinafter called “UAL”) formerly known as UAL Corporation, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One, N.A. (hereinafter called the “Trustee”).

United Continental Holdings, Inc. – AMENDMENT AND RESTATEMENT OF 1994 PLAN AND 1997 PLAN (October 1st, 2010)

WHEREAS, the Company desires to utilize the unused shares authorized under the 1994 Plan and the 1997 Plan for future Awards (as defined therein) thereunder, and wishes to have consistent terms and conditions of its stock incentive plans with respect to all Awards made thereunder from and after the date of closing of the acquisition of Air Partners’ interest in the Company contemplated by the Investment Agreement dated as of January 25, 1998 among Northwest Airlines Corporation, Newbridge Parent Corporation, Air Partners, L.P., the partners of Air Partners, L.P. signatory thereto, Bonderman Family Limited Partnership, 1992 Air, Inc. and Air Saipan, Inc., as amended by Amendment No. 1 thereto dated as of February 27, 1998 (such date of closing being referred to herein as the “Closing”);

United Continental Holdings, Inc. – CONTINENTAL AIRLINES, INC. 1997 STOCK INCENTIVE PLAN (October 1st, 2010)

The purpose of the Continental Airlines, Inc. 1997 Stock Incentive Plan is to provide a means through which Continental Airlines, Inc. and its subsidiaries may attract able persons to serve as directors, or to enter the employ of the Company (as defined below) or its subsidiaries, and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its subsidiaries rest, and whose present and potential contributions to the welfare of the Company and its subsidiaries are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its subsidiaries. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its subsidiaries. Accordingly, the Plan provides that the Company may grant to certain employees or directors shares of Restrict

United Continental Holdings, Inc. – RESTATED CERTIFICATE OF INCORPORATION OF UAL CORPORATION (October 1st, 2010)

The present name of the corporation is UAL Corporation. The corporation was incorporated under the name “UAL, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 30, 1968. This Restated Certificate of Incorporation of the corporation, which restates and integrates and also further amends the provisions of the corporation’s Restated Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. The Restated Certificate of Incorporation of the corporation is hereby amended, integrated and restated to read in its entirety as follows:

United Continental Holdings, Inc. – CONTINENTAL AIRLINES, INC. 2005 BROAD BASED EMPLOYEE STOCK OPTION PLAN (Adopted February 28, 2005) (October 1st, 2010)

The purpose of the Continental Airlines, Inc. 2005 Broad Based Employee Stock Option Plan is to recognize the reductions in wages and benefits of employees occurring as part of the cost reduction program announced by Continental Airlines, Inc. in November 2004 (the “Reduction Program”), to attract able persons to enter or remain in the employ of the Company (as defined below) or its subsidiaries, and to provide a means whereby those individuals whose present and potential contributions to the welfare of the Company and its subsidiaries are of importance can acquire stock ownership, thereby strengthening their concern for the welfare of the Company and its subsidiaries. A further purpose of the Plan is to provide such individuals with incentive and reward opportunities designed to enhance the profitable growth of the Company and its subsidiaries.

United Continental Holdings, Inc. – FORM OF OPTION GRANT DOCUMENT – FORM 2 PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. 2005 BROAD BASED EMPLOYEE STOCK OPTION PLAN (THE “PLAN”) IF THE HOLDER ACCEPTS THIS OPTION, THE HOLDER AGREES TO BE BOUND BY ALL OF THE TERMS, PROVISIONS, CONDITIONS AND LIMITATIONS OF THE PLAN AND THIS OPTION GRANT DOCUMENT. THE PLAN IS HEREBY INCORPORATED BY REFERENCE AS A PART OF THIS OPTION GRANT DOCUMENT. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED THERETO IN THE PLAN. (October 1st, 2010)