Common use of Board of Directors Seat Clause in Contracts

Board of Directors Seat. Xxxx Xxxxxxx General Vice President-Air Transport International Association of Machinists & Aerospace Workers 0000 Xxxxxxxxxx Xxxxx Upper Marlboro, MD 20722-2687 Dear Xx. Xxxxxxx: On behalf of United Airlines Holdings, Inc., a Delaware corporation (the “Corporation”), reference is made to the Restated Certificate of Incorporation of the Corporation (the “Charter”). Capitalized terms used but not defined herein have the respective meanings set forth in the Charter. The Corporation hereby confirms that, pursuant to Part III of the Charter regarding the Class IAM Junior Preferred Stock, the IAM, as holder of the Class IAM Junior Preferred Stock, shall continue to have voting rights as prescribed therein until such time (the “IAM Termination Date”) as (i) there are no longer any persons represented by the IAM (or any IAM Successor) employed by the Corporation or any of its Affiliates or (ii) the letter agreement between the Corporation and the IAM, dated as of May 1, 2003, no longer provides that the IAM has the right to appoint a director of the Corporation. As set forth fully in Part III of the Charter, until the IAM Termination Date, the IAM as holder of the share of Class IAM Junior Preferred Stock shall have the right, voting as a separate class, to (1) elect one director to the Board of Directors at each annual meeting of stockholders for a term of office to expire at the succeeding annual meeting of stockholders, (2) remove such director with or without cause and (3) fill any vacancies in such directorship resulting from death, resignation, disqualification, removal or other cause. Please acknowledge and confirm your agreement with the terms set forth above by signing this letter agreement in the space indicated below. Sincerely, UNITED AIRLINES HOLDINGS, INC. /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Senior Vice President and Chief Legal Officer Acknowledged and agreed, INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx General Vice President-Air Transport April 14, 2023 LOA 9: Job Protections Xxxx Xxxxx President & Directing General Chairperson Air Transport Lodge District 141 International Association of Machinists & Aerospace Workers, AFL-CIO 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx Xxxxxxx, XX 00000 Dear Xx. Xxxxx: This confirms our understanding and agreement with respect to job protections and the contracting out of work. United hereby commits that, through December 31, 2026, the Company will not contract out any non-core work to outside vendors performed as of April 18, 2016 by those IAM-represented United employees covered under the Fleet Service Employees, Passenger Service Employees, Central Load Planner Employees, Storekeeper Employees, Maintenance Instructor Employees, Fleet Technical Instructors & Related Employees and Security Officer Employees collective bargaining agreements, with the exception of non-core work listed below, which may be outsourced at the Company’s discretion at any time: • Administrative duties, business office work and scheduling • Business Partner Program (BPP) in Cargo Reservations • Web Master duties • Aircraft Lavatory and Water Service • Aircraft Cabin Cleaning • Breaking Aircraft Food Service Seals • Baggage Claim Bag Shagging After December 31, 2026 the provisions of Article 2 in the collective bargaining agreements for IAM- represented employees will remain in full force and effect, except to the extent modified by subsequent agreement. Sincerely, /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Director, Labor Relations Agreed, this 14th day of April, 2023: /s/ Xxxx Xxxxx

Board of Directors Seat. Xxxx Xxxxxxx General Vice President-Air Transport International Association of Machinists & Aerospace Workers 0000 Xxxxxxxxxx Xxxxx Upper Marlboro, MD 20722-2687 Dear Xx. Xxxxxxx: On behalf of United Airlines Holdings, Inc., a Delaware corporation (the “Corporation”), reference is made to the Restated Certificate of Incorporation of the Corporation (the “Charter”). Capitalized terms used but not defined herein have the respective meanings set forth in the Charter. The Corporation hereby confirms that, pursuant to Part III of the Charter regarding the Class IAM Junior Preferred Stock, the IAM, as holder of the Class IAM Junior Preferred Stock, shall continue to have voting rights as prescribed therein until such time (the “IAM Termination Date”) as (i) there are no longer any persons represented by the IAM (or any IAM Successor) employed by the Corporation or any of its Affiliates or (ii) the letter agreement between the Corporation and the IAM, dated as of May 1, 2003, no longer provides that the IAM has the right to appoint a director of the Corporation. As set forth fully in Part III of the Charter, until the IAM Termination Date, the IAM as holder of the share of Class IAM Junior Preferred Stock shall have the right, voting as a separate class, to (1) elect one director to the Board of Directors at each annual meeting of stockholders for a term of office to expire at the succeeding annual meeting of stockholders, (2) remove such director with or without cause and (3) fill any vacancies in such directorship resulting from death, resignation, disqualification, removal or other cause. Please acknowledge and confirm your agreement with the terms set forth above by signing this letter agreement in the space indicated below. Sincerely, UNITED AIRLINES HOLDINGS, INC. /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Senior Vice President and Chief Legal Officer Acknowledged and agreed, INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx General Vice President-Air Transport April 14, 2023 LOA 9: Job Protections Xxxx Xxxxx President & Directing General Chairperson Air Transport Lodge District 141 International Association of Machinists & Aerospace Workers, AFL-CIO 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx Xxxxxxx, XX 00000 Dear Xx. Xxxxx: This confirms our understanding and agreement with respect to job protections and the contracting out of work. United hereby commits that, through December 31, 2026, the Company will not contract out any non-core work to outside vendors performed as of April 18, 2016 by those IAM-represented United employees covered under the Fleet Service Employees, Passenger Service Employees, Central Load Planner Employees, Storekeeper Employees, Maintenance Instructor Employees, Fleet Technical Instructors & Related Employees and Security Officer Employees collective bargaining agreements, with the exception of non-core work listed below, which may be outsourced at the Company’s discretion at any time: • Administrative duties, business office work and scheduling • Business Partner Program (BPP) in Cargo Reservations • Web Master duties • Aircraft Lavatory and Water Service • Aircraft Cabin Cleaning • Breaking Aircraft Food Service Seals • Baggage Claim Bag Shagging After December 31, 2026 the provisions of Article 2 in the collective bargaining agreements for IAM- represented employees will remain in full force and effect, except to the extent modified by subsequent agreement. Sincerely, /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Director, Labor Relations Agreed, this 14th day of April, 2023: /s/ Xxxx XxxxxTransport

Board of Directors Seat. Xxxx Xxxxxxx General Vice President-Air Transport International Association From and after the Effective Date until the Board Seat Termination Event, Lender shall be entitled, but not required to, designate for appointment by the Board of Machinists & Aerospace Workers 0000 Xxxxxxxxxx Xxxxx Upper MarlboroDirectors of Borrower (“Borrower’s Board”) a nominee to serve as a member of Borrower’s Board (“Xxxxxx’s Nominee” and such designation right, MD 20722-2687 Dear Xx. Xxxxxxx: On behalf of United Airlines Holdings, Inc., a Delaware corporation (the “CorporationLender’s Designation Right”); provided that Xxxxxx’s Nominee shall have the requisite skill and experience to serve as a director of a public company and Lender’s Nominee shall not be prohibited from serving as a member of Xxxxxxxx’s Board pursuant to any rule or regulation of the Commission or the national stock exchange upon which Xxxxxxxx’s common stock is then traded. Upon notification of the name of Xxxxxx’s Nominee, reference is made Borrower shall have 15 days to cause the Borrower’s Board to appoint Xxxxxx’s Nominee to Borrower’s Board, which appointment shall be for a class of directors to be designated by Xxxxxxxx’s Board in accordance with the Restated Certificate of Incorporation Incorporation, and to nominate Xxxxxx’s Nominee for re-election at the next annual meeting of Borrower’s stockholders following such appointment and each subsequent annual meeting at which the applicable class of directors are subject to re-election, and in each case, cause Xxxxxxxx’s Board to recommend that the stockholders of Borrower vote in favor of the Corporation (the “Charter”)election of Xxxxxx’s Nominee. Capitalized terms used but not defined herein have the respective meanings set forth in the CharterXxxxxx’s Nominee shall be included under Borrower’s D&O insurance coverage and awarded equity and other compensation consistent with other independent directors of Borrower. The Corporation hereby confirms that, pursuant to Part III of the Charter regarding the Class IAM Junior Preferred Stock, the IAM, as holder of the Class IAM Junior Preferred Stock, shall continue to have voting rights as prescribed therein until such time (the “IAM Termination Date”) as (i) there are no longer any persons represented by the IAM (or any IAM Successor) employed by the Corporation or any of its Affiliates or (ii) the letter agreement between the Corporation and the IAM, dated as of May 1, 2003, no longer provides that the IAM Xxxxxx has the right to appoint a director of alternative nominees in the Corporation. As set forth fully in Part III of the Charter, until the IAM Termination Date, the IAM as holder of the share of Class IAM Junior Preferred Stock shall have the right, voting as a separate class, to (1) elect one director to event any Xxxxxx’s Nominee resigns from the Board of Directors at of Borrower. Lender’s Designation Right shall continue until such date on which each annual meeting of stockholders for a term the following has occurred (i) the payment in full of office to expire at the succeeding annual meeting of stockholders, (2) remove such director with or without cause Obligations and (3ii) fill any vacancies Lender’s ownership of the common stock of Borrower, $0.001 par value per share (“Common Stock”), is less than 4.9% of the total outstanding Common Stock of Borrower; provided, however, that if after such date Lender exercises the Warrant in an amount that causes Xxxxxx’s ownership to exceed 4.9%, Xxxxxx’s Designation Right shall be reinstated until such directorship resulting from death, resignation, disqualification, removal or other cause. Please acknowledge and confirm your agreement with subsequent time that Xxxxxx’s ownership of the terms set forth above by signing this letter agreement in Common Stock is less than 4.9% of the space indicated below. Sincerely, UNITED AIRLINES HOLDINGS, INC. /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Senior Vice President and Chief Legal Officer Acknowledged and agreed, INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx General Vice President-Air Transport April 14, 2023 LOA 9: Job Protections Xxxx Xxxxx President & Directing General Chairperson Air Transport Lodge District 141 International Association total outstanding Common Stock of Machinists & Aerospace Workers, AFL-CIO 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx Xxxxxxx, XX 00000 Dear Xx. Xxxxx: This confirms our understanding and agreement with respect to job protections and the contracting out of work. United hereby commits that, through December 31, 2026, the Company will not contract out any non-core work to outside vendors performed as of April 18, 2016 by those IAM-represented United employees covered under the Fleet Service Employees, Passenger Service Employees, Central Load Planner Employees, Storekeeper Employees, Maintenance Instructor Employees, Fleet Technical Instructors & Related Employees and Security Officer Employees collective bargaining agreements, with the exception of non-core work listed below, which may be outsourced at the Company’s discretion at any time: • Administrative duties, business office work and scheduling • Business Partner Program (BPP) in Cargo Reservations • Web Master duties • Aircraft Lavatory and Water Service • Aircraft Cabin Cleaning • Breaking Aircraft Food Service Seals • Baggage Claim Bag Shagging After December 31, 2026 the provisions of Article 2 in the collective bargaining agreements for IAM- represented employees will remain in full force and effect, except to the extent modified by subsequent agreement. Sincerely, /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Director, Labor Relations Agreed, this 14th day of April, 2023: /s/ Xxxx XxxxxBorrower.

Board of Directors Seat. Xxxx Xxxxxxx General Vice President-Air Transport International Association of Machinists & Aerospace Workers 0000 Xxxxxxxxxx Xxxxx Upper Marlboro, MD 20722-2687 Dear Xx. Xxxxxxx: On behalf of United Airlines Holdings, Inc., a Delaware corporation (the “Corporation”), reference is made to the Restated Certificate of Incorporation of the Corporation (the “Charter”). Capitalized terms used but not defined herein have the respective meanings set forth in the Charter. The Corporation hereby confirms that, pursuant to Part III of the Charter regarding the Class IAM Junior Preferred Stock, the IAM, as holder of the Class IAM Junior Preferred Stock, shall continue to have voting rights as prescribed therein until such time (the “IAM Termination Date”) as (i) there are no longer any persons represented by the IAM (or any IAM Successor) employed by the Corporation or any of its Affiliates or (ii) the letter agreement between the Corporation and the IAM, dated as of May 1, 2003, no longer provides that the IAM has the right to appoint a director of the Corporation. As set forth fully in Part III of the Charter, until the IAM Termination Date, the IAM as holder of the share of Class IAM Junior Preferred Stock shall have the right, voting as a separate class, to (1) elect one director to the Board of Directors at each annual meeting of stockholders for a term of office to expire at the succeeding annual meeting of stockholders, (2) remove such director with or without cause and (3) fill any vacancies in such directorship resulting from death, resignation, disqualification, removal or other cause. Please acknowledge and confirm your agreement with the terms set forth above by signing this letter agreement in the space indicated below. Sincerely, UNITED AIRLINES HOLDINGS, INC. /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Senior Vice President and Chief Legal Officer Acknowledged and agreed, INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx General Vice President-Air Transport April 14, 2023 LOA 9: Job Protections April 14, 2023 Xxxx Xxxxx President & Directing General Chairperson Air Transport Lodge District 141 International Association of Machinists & Aerospace Workers, AFL-CIO 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx Xxxxxxx, XX 00000 Dear Xx. Xxxxx: This confirms our understanding and agreement with respect to job protections and the contracting out of work. United hereby commits that, through December 31, 2026, the Company will not contract out any non-core work to outside vendors performed as of April 18, 2016 by those IAM-IAM- represented United employees covered under the Fleet Service Employees, Passenger Service Employees, Central Load Planner Employees, Storekeeper Employees, Maintenance Instructor Employees, Fleet Technical Instructors & Related Employees and Security Officer Employees collective bargaining agreements, with the exception of non-core work listed below, which may be outsourced at the Company’s discretion at any time: • Administrative duties, business office work and scheduling • Business Partner Program (BPP) in Cargo Reservations • Web Master duties • Aircraft Lavatory and Water Service • Aircraft Cabin Cleaning • Breaking Aircraft Food Service Seals • Baggage Claim Bag Shagging After December 31, 2026 the provisions of Article 2 in the collective bargaining agreements for IAM- IAM-represented employees will remain in full force and effect, except to the extent modified by subsequent agreement. Sincerely, /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Director, Labor Relations Agreed, this 14th day of April, 2023: /s/ Xxxx Xxxxx Xxxx Xxxxx President & Directing General Chairperson Air Transport Lodge District 141 International Association of Machinists & Aerospace Workers, AFL-CIO LOA FTI 3: EPI/EPS Job Protections Original November 17, 2014 Renewed April 4, 2016 Renewed April 14, 2023 Xxxx Xxxxx President & Directing General Chairperson Air Transport Lodge District 141 International Association of Machinists & Aerospace Workers, AFL-CIO 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx Xxxxxxx, XX 00000 Dear Xx. Xxxxx: This confirms our understanding and agreement regarding job protection for Emergency Procedures Instructors and Emergency Procedures Specialists (EPI’s/EPS’s) as part of the Fleet Technical Instructors and Related Agreement dated November 16, 2014. The job security described below is provided in consideration of the Company’s ability to assign other Company employee’s to Flight Attendant emergency procedures instruction at the Company’s sole discretion.