fexhibit101.htm


    
      

    


    EXHIBIT
10.1

     

    [CONTINENTAL
AIRLINES, INC. LETTERHEAD]

     

    


     

    


     

    September
30, 2009

     

    


     

    Mr.
Jeffery A. Smisek

     

    Continental
Airlines, Inc.

     

    1600
Smith HQSEO

     

    Houston,
TX 77002

     

    


     

    Dear
Jeff:

     

    In light
of your election as successor Chairman and Chief Executive Officer of the
Company, this letter is to clarify our mutual understanding of the
interpretation of the terms of the Employment Agreement entered into between you
and Continental Airlines, Inc. (the “Company”), effective October 15, 2007 (the
“Agreement”).

     

    Effective
as of January 1, 2010, the positions referenced in paragraph 1.2 of the
Agreement shall be agreed to mean Chairman of the Board, President and Chief
Executive Officer of the Company, in lieu of your prior position as President
and Chief Operating Officer of the Company, and the duties referenced in that
paragraph shall be the duties associated with those new positions as of January
1, 2010.  The provisions of paragraph 2.3(i) of the Agreement shall be
interpreted in a manner consistent with your change in position and will be
deemed to reference the authority, duties and responsibilities of your new
positions as of January 1, 2010, and to a reporting structure to the Board of
Directors of the Company from and after that date.  For the avoidance
of doubt, you agree that you will not have a material diminution in authority or
duties for purposes of paragraph 2.3(i) solely as a result of (i) the election
by the Board of Directors of another officer to serve in the role of President,
provided that you continue to serve as Chairman of the Board and Chief Executive
Officer, or (ii)
the election by the Board of Directors of another director to serve as Chairman
of the Board if such election is required by applicable law or the rules of the
principal securities exchange on which the Company's common stock is then
listed.

     

    References
to “other than Company’s Chief Executive Officer” that were in the Agreement and
that will clearly no longer be applicable due to your position as Chief
Executive Officer are agreed to have no relevance from and after January 1,
2010.

     

    By
signing below, you agree that this letter accurately reflects our mutual
interpretation of the terms of the Agreement and shall be deemed to constitute
an agreement of the parties with respect to its terms for purposes of paragraph
5.12 of the Agreement.

     

    Very
truly yours,

    


    CONTINENTAL
AIRLINES, INC.

    


    


    By:        /s/ Jennifer L.
Vogel                                                         

    Name:     Jennifer
L. Vogel

    
      	
               
      

            	
              Title:

            	
              Senior
      Vice President,

            


    

    
      	
               
      

            	
              General
      Counsel, Secretary

            


    

    
      	
               
      

            	
              and
      Chief Compliance Officer

            


    

    


    


    APPROVED:

    


    


    /s/ Charles
Yamarone                                                                 

    Charles
Yamarone

    Chair,
Human Resources Committee

    


     

    ACKNOWLEDGED
AND AGREED:

     

    JEFFERY
A. SMISEK

     

    


     

    /s/ Jeffery A.
Smisek