fexh1012a.htm


    
      
        

      


      Exhibit 10.12(a)

      Non-Employee
Director

      Option
Grant Document

      


      Pursuant
to the

      Continental
Airlines, Inc. Incentive Plan 2010 (the “Plan”)

      


      If
the Holder accepts this Option, the Holder agrees to be bound by all of the
terms, provisions, conditions and limitations of the Plan and this Option Grant
Document.

      


      In
addition to any electronic confirmation and/or acceptance procedures established
for this Option Grant Document, any exercise of this Option shall evidence
Holder’s acceptance of the terms, provisions, conditions and limitations of the
Plan and this Option Grant Document.

      


      The
Plan is hereby incorporated by reference into this Option Grant Document.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Plan.

      


      1. Grant of
Option.  The Holder has
been granted an Option pursuant to the terms of this Option Grant Document (and
under and subject to the terms of the Plan) to purchase shares of Common Stock
of the Company.  The number of shares of Common Stock (“Shares”)
subject to this Option Grant Document and the date of grant (“Grant Date”) are
as set forth in the records of the Company and as communicated to the Holder by
the Company directly or through the systems (which may include online systems)
of a third party administrator engaged by the Company for such purpose and
available for review by Holder in connection with this Option Grant
Document.  In the event of any conflict between any communications to
the Holder by the Company, the records of any third party administrator, and the
records of the Company (including the approval by the Administrator of the
Company’s stock option grant policy for non-employee Directors), the records of
the Company shall control.  The Shares, when issued to the Holder upon
the exercise of the Option, shall be fully paid and nonassessable. The Option is
not intended to qualify as an Incentive Stock Option.  [Notwithstanding
the foregoing or any other provision of this Option Grant Document, this Option
is subject to approval of the Plan by the stockholders of the Company and shall
terminate if the Plan is not approved by the stockholders of the Company at the
Company’s 2010 annual meeting of stockholders.]

      


      2.           Option
Term.  Subject
to earlier termination as provided herein, the Option shall terminate on the
tenth anniversary of the Grant Date.  The period during which the
Option is in effect is referred to as the “Option Period.”

      


      3.           Option
Price.  The
grant price or exercise price (the “Option Price”) of the Shares subject to the
Option shall be equal to the Market Value per Share on the Grant
Date.

      


      4.           Vesting.  [for
options awarded prior to stockholder approval: The total number of Shares
subject to this Option shall vest immediately upon the later of (i) the Grant
Date and (ii) the date that the Plan is approved by the stockholders of the
Company.]  [for
options awarded after stockholder approval:  The total number of
Shares subject to this Option shall vest immediately upon the Grant
Date.]  The vested Shares that may be acquired under the Option may be
purchased at any time after they become vested, in whole or in part, during the
Option Period.

      


      5.           Method of
Exercise and Payment.  The
Option or a portion thereof may be exercised by delivery of an irrevocable
notice to the Company (or, if applicable, to a third party administrator engaged
by the Company to perform services for the Company with respect to the Plan)
stating the number of Shares with respect to which the Option is being exercised
together with payment for such Shares.  Payment shall be made (i) in
cash or by check acceptable to the Company, (ii) in nonforfeitable, unrestricted
shares of the Company’s Common Stock owned by Holder at the time of exercise of
the Option having an aggregate market value (measured by the Market Value per
Share) at the date of exercise equal to the aggregate exercise price of the
Option being exercised or (iii) by a combination of (i) and (ii).  In
addition, at the request of Holder, and to the extent permitted by applicable
law and subject to Paragraph 13, the Option may be exercised pursuant to a
“cashless exercise” arrangement with any brokerage firm approved by the
Administrator or its delegate under which arrangement such brokerage firm, on
behalf of Holder, shall pay to the Company the exercise price of the Options
being exercised, and the Company, pursuant to an irrevocable notice from Holder,
shall promptly after receipt of the exercise price deliver the shares being
purchased to such firm.  Holder acknowledges and agrees that the
Company may provide personal information about Holder and information concerning
the Option or any other Award under the Plan to any third party engaged by the
Company to provide administrative or brokerage services relating to the
Plan.

      


      6.           Termination
of Board Service.  The
Option shall terminate on, and may not be exercised after the earlier of (i) the
date that is one year after termination of Holder’s service on the Board for any
reason and (ii) the expiration of the Option Period.

      


      7.           No Rights
in Shares.  Holder
shall have no rights as a stockholder in respect of Shares until such Holder
becomes the holder of record of such Shares.

      


      8.           Certain
Restrictions.  By
exercising the Option, Holder agrees that if at the time of such exercise the
sale of Shares issued hereunder is not covered by an effective registration
statement filed under the Securities Act of 1933 (“Act”), Holder will acquire
the Shares for Holder’s own account and without a view to resale or distribution
in violation of the Act or any other securities law, and upon any such
acquisition Holder will enter into such written representations, warranties and
agreements as Company may reasonably request in order to comply with the Act or
any other securities law or with this Option Grant Document.

      


      9.           Shares
Reserved.  Company
shall at all times during the Option Period reserve and keep available such
number of Shares as will be sufficient to satisfy the requirements of this
Option.

      


      10.           Nontransferability
of Option.  The
Option granted pursuant to this Option Grant Document is not transferable other
than by will, the laws of descent and distribution or by qualified domestic
relations order.  The Option will be exercisable during Holder’s
lifetime only by Holder or by Holder’s guardian or Personal
Representative.  No right or benefit hereunder shall in any manner be
liable for or subject to any debts, contracts, liabilities, or torts of
Holder.

      


      11.           Amendment
and Termination; Electronic Procedures.  No
amendment or termination of the Option shall be made by the Board or the
Administrator at any time without the written consent of Holder.  No
amendment or termination of the Plan will adversely affect the rights,
privileges and option of Holder under the Option without the written consent of
Holder.  Holder hereby consents and agrees to electronic delivery of
any Plan documents, proxy materials, annual reports and other related documents.
Holder consents to electronic delivery, review, confirmation and acceptance
procedures with respect to this Option Grant Document and the
Option.  Holder agrees that his or her electronic signature is the
same as, and shall have the same force and effect as, his or her manual
signature.  Holder consents and agrees that any such electronic
procedures may be effected by a third party engaged by the Company to provide
administrative services related to the Plan, including any program adopted under
the Plan.

      


      12.           No
Guarantee of Board Service.  The
Option shall not confer upon Holder any right with respect to continuance of
service on the Board, nor shall it interfere in any way with any right to
terminate Holder’s Board service at any time.

      


      13.           Withholding
of Taxes.  Company shall have the right to (i) make deductions
from any settlement or exercise of an Option granted under the Plan, including
the delivery of shares, or require shares or cash or both be withheld from any
Option, in each case in an amount sufficient to satisfy withholding of any taxes
required by law, or (ii) take any other action as may be necessary or
appropriate to satisfy any such tax withholding obligations.

      


      14.           No
Guarantee of Tax Consequences.  Neither the Company nor any
subsidiary nor the Administrator makes any commitment or guarantee that any
federal, state, local or foreign tax treatment will apply or be available to any
person eligible for benefits under the Option.

      


      15.           Severability.  In
the event that any provision of the Option shall be held illegal, invalid, or
unenforceable for any reason, such provision shall be fully severable, but shall
not affect the remaining provisions of the Option, and the Option shall be
construed and enforced as if the illegal, invalid, or unenforceable provision
had never been included herein.

      


      16.           Governing
Law.  The Plan
and the Option shall be construed in accordance with the laws of the State of
Texas, without regard to conflicts of laws principles
thereof.