0001193125-11-042335 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 22nd, 2011 • United Air Lines Inc • Air transportation, scheduled • Illinois

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and among UNITED AIR LINES, INC., a Delaware corporation (“Company”), UNITED CONTINENTAL HOLDINGS, INC., a Delaware corporation and the parent company of Company (“UCH”), and JEFFREY T. FOLAND (“Employee”), and is dated and effective as of October 1, 2010 (the “Effective Date”).

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SERP AGREEMENT
Serp Agreement • February 22nd, 2011 • United Air Lines Inc • Air transportation, scheduled • Illinois

THIS SERP AGREEMENT (“Agreement”) is made by and among UNITED CONTINENTAL HOLDINGS, INC. (“Holdings”), CONTINENTAL AIRLINES, INC. (“Continental” and, together with Holdings, “Company”), and JAMES COMPTON (“Executive”), and is dated and effective as of October 1, 2010 (the “Effective Date”).

United Air Lines, Inc.
United Air Lines Inc • February 22nd, 2011 • Air transportation, scheduled

We refer to that certain Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement dated as of February 2, 2007 among JPMorgan Chase Bank, N.A., as Co-Administrative Agent, Co-Collateral Agent and Paying Agent, Citicorp USA, Inc., as Co-Administrative Agent and Co-Collateral Agent, J.P. Morgan Securities Inc., as Joint Lead Arranger and Joint Bookrunner, Citigroup Global Markets, Inc., as Joint Lead Arranger and Joint Bookrunner, Credit Suisse Securities (USA) LLC, as Syndication Agent and the Lenders named therein (the “Credit Agreement”). All terms used herein that are defined in the Credit Agreement shall have the same meanings herein.

As you know, UAL Corporation, a Delaware corporation (“UAL”), Continental Airlines, Inc., a Delaware corporation (“Continental”) and JT Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UAL (“Merger Sub”), have entered into an...
Letter Agreement • February 22nd, 2011 • United Air Lines Inc • Air transportation, scheduled • Illinois

This letter agreement (this “Letter Agreement”) sets forth the terms of your compensation as Chairman of the United Continental Board. It is hereby agreed by United and you as follows:

United Air Lines, Inc.
United Air Lines Inc • February 22nd, 2011 • Air transportation, scheduled

We refer to that certain Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement dated as of February 2, 2007 among United Air Lines, Inc. (the “Borrower”), UAL Corporation (the “Parent”), the direct and indirect subsidiaries of Parent party thereto, JPMorgan Chase Bank, N.A. (“JPMCB”), as Co-Administrative Agent, Co-Collateral Agent and Paying Agent, Citicorp USA, Inc. (“CITI”, and each of JPMCB and CITI as co-administrative agents, an “Agent” and together, the “Agents”), as Co-Administrative Agent and Co-Collateral Agent, J.P. Morgan Securities Inc., as Joint Lead Arranger and Joint Bookrunner, Citigroup Global Markets, Inc., as Joint Lead Arranger and Joint Bookrunner, Credit Suisse Securities (USA) LLC, as Syndication Agent and the Lenders named therein (as amended, modified or supplemented from time to time, the “Credit Agreement”). All terms used herein that are defined in the Credit Agreement shall have the same meanings herein.

EMPLOYMENT AGREEMENT
Employment Agreement • February 22nd, 2011 • United Air Lines Inc • Air transportation, scheduled • Illinois

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and among UAL CORPORATION (to be re-named UNITED CONTINENTAL HOLDINGS, INC.), a Delaware corporation (the “Company”), CONTINENTAL AIRLINES, INC., a Delaware corporation (“Continental”), UNITED AIR LINES, INC., a Delaware corporation (“United”) (the Company, Continental and United are hereinafter collectively referred to as the “Employers”), and JEFFERY A. SMISEK (“Executive”), and is dated and effective as of the date (the “Effective Date”) on which occurs the Closing, as such term is defined in that certain Agreement and Plan of Merger (“Merger Agreement”) among the Company, Continental and JT Merger Sub Inc. dated as of May 2, 2010.

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