fexhibit1014a.htm


    
      

    


    Exhibit
10.14(a)

    


    PROFIT
BASED RSU AWARD NOTICE

    to
[Name]

    


    Pursuant
to the Continental Airlines, Inc.

    Long
Term Incentive and RSU Program

    


    Performance
Period January 1, 20xx to December 31, 20xx

    


    This
document constitutes your formal Award Notice with respect to a Profit Based RSU
Award as a Participant under the Continental Airlines, Inc. Long Term Incentive
and RSU Program (as amended from time to time, the “Program”) adopted under the
Continental Airlines, Inc.  Incentive Plan 2010 (as amended from time
to time, the “Incentive Plan 2010”).  This Award Notice evidences your
receipt of a Profit Based RSU Award under the Program with respect to the Profit
Based RSU Performance Period commencing on January 1, 20xx and ending on
December 31, 20xx (the “Performance Period”), subject to the terms of the
Program and the Incentive Plan 2010.  [The Program, your participation
in the Program and any payment under the Program are subject to, and contingent
upon, approval of the Incentive Plan 2010 by the stockholders of the Company at
the Company’s 2010 annual meeting of stockholders.]

    


    The Human
Resources Committee of the Board of Directors of the Company (the “Committee”)
has established certain performance goals for purposes of Profit Based RSU
Awards under the Program.  The Committee has established the following
terms and performance goals with respect to your Profit Based RSU
Award:

    


    (a)           Number of RSUs. The number of
RSUs subject to this Profit Based RSU Award as of the date of grant is
_____.

    


    (b)           
Performance Target and Cash
Hurdle.  The Performance Target applicable to this Profit Based
RSU Award is satisfied when a Cumulative Profit Sharing Pool Target is achieved
for a particular Fiscal Year.  The Cumulative Profit Sharing Pool
Target Level(s) applicable to this Profit Based RSU Award are as
follows:

    


    [Level
One                                                      $__________
(*)]

    


    [* The Committee shall establish the
Cumulative Profit Sharing Pool Target Level(s) in accordance with the terms of
the Program at the time of the Award.]

    


    The Cumulative Profit Sharing Pool
Target Level that shall be deemed to have been achieved upon a Change in Control
for purposes of Section 6.4(b) of the Program is Level ____ for this Profit
Based RSU Award.

    


    The Cash Hurdle applicable to this
Profit Based RSU Award is $___ billion.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Payout Structure. The Payout
Structure applicable to this Profit Based RSU Award is as follows:

    


    
      	
              Cumulative
      Profit Sharing Pool

              Target Level
      Achieved

            	
              Profit
      Based RSU Payment Percentage (which

              is
      the percentage of RSUs for which

              payments may be
      made)

            
	
              [Level
      One]

            	
              [X%(**)]

            


    

    


    [** The Committee shall determine the
Profit Based RSU Payment Percentage applicable to each Cumulative Profit Sharing
Pool Target Level achieved, and whether Profit Based RSU Payment Percentages
will be interpolated above Level One, in accordance with the terms of the
Program at the time of the Award.]

    


    (d)           Award
Payments.  Payments with respect to achieving a Performance
Target will be made in three installments on the first day of the 3rd month,
15th month and 27th month following the end of the Fiscal Year in which the
Performance Target was achieved, subject to achievement of the Cash
Hurdle.  The Payment Amount payable on such dates with respect to the
achievement of a Performance Target will be equal to one third of the number of
RSUs subject to this Profit Based RSU Award multiplied by the applicable Profit
Based RSU Payment Percentage (determined based on the Cumulative Profit Sharing
Pool Target Level achieved) multiplied by the Market Value per Share on the
payment date (the average closing sales price of a share of Company Stock over
the 20-consecutive Trading Days immediately preceding such payment date or, in
the event of a Change in Control, immediately preceding the date of the Change
in Control).  [Notwithstanding the foregoing, in no event will the
aggregate payments under the Program with respect to an RSU subject to this
Profit Based RSU Award exceed an amount equal to $___ (the “Maximum Aggregate
Payment Amount,” which amount is subject to adjustment as provided in the
Program).***] [*** The Maximum Aggregate Payment Amount will be included if
established by the Committee in accordance with the terms of the Program at the
time of the Award.]  If the Company does not achieve the Cash Hurdle
applicable to a payment date, the payment will be deferred to the next payment
date (March 1st of the following year, subject to a limit on the number of years
payments may be carried forward).Receipt of a Payment Amount is also conditioned
on your continuous employment with the Company or its subsidiaries through the
applicable payment date (with limited exceptions).  A Payment Amount
may be pro-rated as provided in the Program under certain
circumstances.

    


    (e)           General.  Capitalized
terms used in this Award Notice are defined in the Program. The Program and the
Incentive Plan 2010 are hereby incorporated into this Award Notice by
reference.  If you have any questions, or wish to obtain a copy of the
Program or the Incentive Plan 2010, please contact [_________].

    


    CONTINENTAL
AIRLINES, INC.

    


    


    By:           

    [Name]