Form of Option Grant Document



 EXHIBIT 4.22 

FORM OF 

OPTION GRANT DOCUMENT 

(PURSUANT TO THE TERMS OF THE 

CONTINENTAL AIRLINES, INC. 

INCENTIVE PLAN 2000) 

(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 action of the Administrator awarding the Option, the
action of the Administrator 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” within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). 
 2. Option
Term. Subject to earlier termination as provided herein, the Option shall terminate and expire on the fifth 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. 
  

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 4. Vesting. Subject to the following provisions of this Paragraph 4, the total
number of Shares subject to this Option shall vest in twenty-five percent (25%) increments on each of first, second, third and fourth anniversaries of 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. In addition, the total number of Shares subject to this Option shall vest and become exercisable upon the occurrence of one of the events described in Paragraph 6(c)
or 6(d). 
 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 Company, (ii) in nonforfeitable, unrestricted shares of 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 10, 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 Company the exercise price of the Options being exercised, and 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 Employment; Change in
Control. Voluntary or involuntary termination of employment, retirement, death or Disability of Holder, or occurrence of a Change in Control, shall affect Holder’s rights under the Option as follows: 

(a) Involuntary Termination for Gross Misconduct. The Option shall terminate immediately and shall not be
exercisable if Holder’s employment (defined below) is terminated involuntarily for gross misconduct (defined below). 

(b) Other Involuntary Termination or Voluntary Termination. If Holder’s employment is terminated involuntarily
other than for gross misconduct or if Holder voluntarily terminates employment, then immediately (i) the Option shall terminate as to Shares subject thereto to the extent not yet then vested pursuant to Paragraph 4 or pursuant to Paragraph 6(c)
below, and (ii) the Option shall terminate as to all remaining Shares subject thereto to the extent not exercised pursuant to Paragraph 5 within 30 days after such termination of employment or the end of the Option Period, whichever is shorter.

  

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 (c) Change in Control. If a Change in Control shall occur, then the
Option shall vest immediately and become exercisable in full for the remainder of the Option Period. 
 (d)
Retirement, Death or Disability. If Holder’s employment is terminated by retirement, death or Disability, then immediately the Option shall become exercisable in full, whether or not otherwise exercisable, for a term of one year
thereafter or through the end of the Option Period, whichever is shorter, by Holder or, in the case of death, by the person or persons to whom Holder’s rights under the Option shall pass by will or by the applicable laws of descent and
distribution, or in the case of Disability, by Holder’s Personal Representative. However, in no event may any Option be exercised by anyone after the earlier of (y) the expiration of the Option Period or (z) one year after
Holder’s retirement, death or Disability (described above). 
 (e) Definitions. For purposes of the
Option, “employment” means employment by Company or a subsidiary (as the term “subsidiary” is defined in the Plan). In this regard, neither the transfer of a Holder from employment by Company to employment by a subsidiary nor the
transfer of a Holder from employment by a subsidiary to employment by Company shall be deemed to be a termination of employment of the Holder. Moreover, the employment of a Holder shall not be deemed to have been terminated because of absence from
active employment on account of temporary illness or during authorized vacation or during temporary leaves of absence from active employment granted by Company or a subsidiary for reasons of professional advancement, education, health, or government
service, or during military leave for any period if the Holder returns to active employment within 90 days after the termination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law or
agreement. “Gross misconduct” means dishonesty, willful or repeated disobedience, violation of the Company’s Principles of Conduct, or other action or inaction that might reasonably be expected to injure Company or any of its
subsidiaries or its or their business interests or reputation. The Administrator’s determination in good faith regarding whether a termination of employment, gross misconduct or Disability has occurred shall be conclusive and determinative.

 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. 
  

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 9. 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 a 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. 

10. 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. 
 11. 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. 
 12. 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. 
 13. Governing Law. The Option shall be construed in accordance with the laws of the State of
Texas to the extent federal law does not supersede and preempt Texas law. 
 14. Miscellaneous Provisions.

 (a) Not a Contract of Employment; No Acquired Rights. The adoption and maintenance of the Plan shall not be deemed to
be a contract of employment between the Company or any of its subsidiaries and any person. Receipt of an Award under the Plan at any given time shall not be deemed to create the right to receive in the future an Award under the Plan, or any other
incentive awards granted to an employee of the Company or any of its subsidiaries, and shall not constitute an acquired labor right for purposes of any foreign law. The Plan shall not afford any recipient of an Award any additional right to
severance payments or other termination awards or compensation under any foreign law as a result of the termination of such recipient’s employment for any reason whatsoever. 

(b) Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the recipient.

 (c) Foreign Indemnity. Holder agrees to indemnify Company for the Holder’s portion of any social insurance
obligations or taxes arising under any foreign law with respect to the grant or exercise of this Option or the sale or other disposition of the Shares acquired hereunder. 
  


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 (d) Conflicts With Any Employment Agreement. If Holder has an employment agreement
with Company or any of its subsidiaries which contains different or additional provisions relating to vesting of options, or otherwise conflicts with the terms of this Option Grant Document, the provisions of the employment agreement shall govern.

 (e) Electronic Delivery, Signatures and Acceptance. Holder 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. 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. 
  

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