Common use of Positions and Authority Clause in Contracts

Positions and Authority. Executive shall serve in the positions of President and Chief Executive Officer of the Company, or in such other positions as the parties may agree. The Company shall appoint Executive as a member of the Board as of the Effective Date and, for the full term of Executive’s employment hereunder, cause Executive to be nominated for election as a member of the Board and use its best efforts to secure such election. Executive shall be appointed Chairman of the Board effective upon the later to occur of (a) the date which is the second anniversary of the Closing, or (b) January 1, 2013; provided that if Xxxxx X. Xxxxxx ceases to serve as non-Executive Chairman of the Board prior to such date, then Executive shall be appointed Chairman of the Board on the date on which Xxxxx X. Xxxxxx ceases to serve as non-Executive Chairman of the Board. Executive agrees to relinquish his position as Chairman of the Board upon the Board’s written request if such relinquishment would be required by the rules of the exchange(s) on which the Company’s stock is then listed, or by other applicable law. Except as may be otherwise agreed to by Executive, Executive shall also serve as Chief Executive Officer, Chairman of the board of directors and President of each airline operating subsidiary of the Company (collectively, the “Airline Operating Subsidiaries”), and as Chairman of the board of directors of Mileage Plus Holdings, LLC, a subsidiary of the Company. Executive shall cease to serve as President of the Company and the Airline Operating Subsidiaries when an individual other than Executive is appointed by the Board to serve in such capacity (the “New President”). The Company agrees to consult in good faith with Executive prior to appointing the New President. The New President shall report directly to Executive. Without limiting the general authority associated with the positions described in this paragraph 1.2, neither the Board nor any committee thereof may (i) terminate the employment of any officer who directly reports to Executive (a “Direct Report”) without having consulted in good faith with Executive in advance regarding such termination or (ii) appoint a replacement to any such Direct Report without having consulted in good faith with Executive in advance regarding such replacement; provided, that the foregoing clause (i) shall not apply if such termination would constitute a termination for “cause,” as such term is defined in the applicable Direct Report’s employment agreement or applicable employment or human resources policy maintained by the Company as of the date of such termination.

Positions and Authority. Executive shall serve in the positions of President and Chief Executive Officer of the CompanyEmployers, or in such other positions as the parties may agree. The Company Executive shall appoint Executive continue to serve as a member of the Board as of Directors of the Effective Date Company (the “Board”) and, for the full term of Executive’s employment hereunder, the Company shall cause Executive to be nominated for election as a member of the Board and use its best efforts to secure such election. It is the Company’s expectation that Executive shall be appointed Chairman of the Board effective upon the later to occur of (a) the date which is the second anniversary of the Closing, at or (b) January 1, 2013; provided that if Xxxxx X. Xxxxxx ceases to serve as non-Executive Chairman of the Board prior to such date, then Executive shall be appointed Chairman of the Board on the date on which Xxxxx X. Xxxxxx ceases to serve as non-Executive Chairman of the Board. Executive agrees to relinquish his position as Chairman of the Board upon the Board’s written request if such relinquishment would be required by the rules of the exchange(s) on which before the Company’s stock is then listed, or by other applicable law2017 annual meeting of stockholders. Except as may be otherwise agreed to by Executive, Executive shall also serve as Chief Executive Officer, Chairman of the board of directors and President of each airline operating subsidiary of the Company (collectively, the “Airline Operating Subsidiaries”)Company, and as Chairman of the board of directors of Mileage Plus Holdings, LLC, a subsidiary of the Company. At all times, Executive shall cease to serve as President be the highest ranking executive officer of the Company Employers. Executive shall report solely and exclusively to the Airline Operating Subsidiaries when an individual other than Executive is appointed by the Board to serve in such capacity (the “New President”)Board. The Company agrees to consult heads of all the Employers’ material business units together with any material business units and operating divisions added in good faith with Executive prior to appointing the New President. The New President future and all executive officers of the Employers shall report directly to Executive. Without limiting the general authority associated with the positions described in this paragraph 1.2Section 2, neither the Board Board, the board of directors of United nor any committee thereof may (i) terminate the employment of any officer who directly reports to Executive (a “Direct Report”) without having consulted in good faith with Executive in advance regarding such termination or (ii) appoint a replacement to any such Direct Report without having consulted in good faith with Executive in advance regarding such replacement; provided, that the foregoing clause (i) shall not apply if such termination would constitute a termination for “cause,” as such term is defined in the applicable Direct Report’s employment agreement or applicable employment employment, severance or human resources policy maintained by the Company Employers as of the date of such termination. Neither the Board, the Board of Directors of United nor any other officer or representative of the Employers shall assign to Executive any duties materially inconsistent with the duties associated with the positions described in this Section 2. The Company shall not permit the occurrence of acts or conduct on the part of the Employers, the Board, or the Employers’ officers, representatives or stockholders which prevent Executive from, or substantively hinder Executive in, performing his duties or responsibilities pursuant to this Agreement. Executive agrees to serve in the officer positions referred to in this Section 2 and continue to serve as a director of the Company, and to perform diligently and to the best of his abilities the duties and services appertaining to such offices as set forth in the Bylaws of the Company in effect on the Effective Date, as well as such additional duties and services appropriate to such offices that the parties may agree upon from time to time. Upon the Effective Date, Executive’s principal place of work shall be located in Chicago, Illinois. During the Employment Period, Executive shall devote his full business time and efforts to the business and affairs of the Company and its subsidiaries, provided that the Executive shall be entitled to serve as a member of the board of directors of a reasonable number of other companies, to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage the Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder. Executive shall not become a director of any for profit entity without first receiving the approval of the Nominating/Governance Committee of the Board, which shall not be unreasonably withheld.