Exhibit C: Profit Sharing

Effective Date of Profit
Sharing Plan:
As of January 1, 2006 (so that the first year covered by the profit sharing plan shall be calendar year 2006).
Profit Sharing Pool: In the event that the Company has more than $10 million in Pre-Tax Earnings in the relevant calendar year, then 7.5% of Pre-Tax Earnings in 2006 and 15% of Pre-Tax Earnings in each calendar year thereafter.
Pre-Tax Earnings: UAL consolidated net income as determined in accordance with GAAP, but excluding (i) consolidated federal, state and local income tax expense (or credit); (ii) unusual, special, or nonrecurring charges, (iii) charges with respect to the grant, exercise or vesting of equity, securities or options granted to UAL and United employees, and (iv) expense associated with the profit sharing contributions.
Eligibility: All domestic employees of UAL Corp. or United Air Lines, Inc. (including all Flight Attendants) who have completed one year of service as of December 31st of the year for which Pre-Tax Earnings are being measured.
Allocation: For each eligible employee, a pro rata share of the Profit Sharing Pool for each calendar year based on the ratio of the employee’s Considered Earnings for the year to the aggregate amount of Considered Earnings for all eligible employees that year.
Considered Earnings: As currently defined in the Company’s Success Sharing Plan (i.e., base pay, overtime, holiday pay, longevity pay, sick pay, vacation pay, shift differential, premiums, pre-tax contributions to a 401(k) plan, pre-tax medical plan contributions, and flexible spending account contributions but not expense reimbursement, incentive or profit sharing payments, imputed income or other similar awards or allowances) for that portion of the calendar year for which the employee was eligible to participate.
Payment Date: By no later than April 30th of the following year.
Distribution: In cash, subject to 401(k) deferrals.  AFA-CWA will advise the Company on or before May 31, 2006 whether in lieu of cash the distribution should be made as an additional Direct Company Contribution into the Flight Attendants’ 401(k) Plan accounts.
Relationship to Other Programs: Incremental to the Success Sharing Plan; in lieu of the existing profit sharing plan described in Section 5.J.2.of the Flight Attendant Agreement.
Documentation: Implementing documentation reasonably acceptable to the Union.
Duration: Continuing unless and until terminated in a future Flight Attendant collective bargaining agreement.

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