Amendment No. 1 to Continental Airlines, Inc. 1998 Stock Incentive Plan



 EXHIBIT 4.24 

Amendment No. 1 to 

Continental Airlines, Inc. 1998 Stock Incentive Plan, 

Continental Airlines, Inc. 1997 Stock Incentive Plan 

and 

Continental Airlines, Inc. 1994 Incentive Equity Plan 

as Amended and Restated as of November 20, 1998 

This Amendment (this “Amendment”) to the Continental Airlines, Inc. 1998 Stock Incentive Plan, the Continental Airlines, Inc. 1997 Stock
Incentive Plan and the Continental Airlines, Inc. 1994 Incentive Equity Plan, each as amended and restated as of November 20, 1998 (collectively, the “Plans”), is dated as of May 15, 2001 and has been adopted by the Board of
Directors of Continental Airlines, Inc., a Delaware corporation (the “Company”), on May 15, 2001: 
 Pursuant to Section X
of the Plans, the Plans are hereby amended as follows: 
 1. Section IX(c) of the Plans is hereby amended to read in its entirety as
follows: 
 “Change in Control. As used in the Plan (except as otherwise provided in an applicable Option Agreement or Restricted
Stock Agreement), the term “Change in Control” shall mean: 
 (aa) any person (within the meaning of Section 13(d) or 14(d) under
the Exchange Act, including any group (within the meaning of Section 13(d)(3) under the Exchange Act), a “Person”) is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the Company (such Person being referred to as an “Acquiring Person”) representing 25% or more of the combined voting power of the Company’s outstanding securities; other than beneficial
ownership by (i) the Company or any subsidiary of the Company, (ii) any employee benefit plan of the Company or any Person organized, appointed or established pursuant to the terms of any such employee benefit plan (unless such plan or
Person is a party to or is utilized in connection with a transaction led by Outside Persons), (iii) a Person who has a Schedule 13G on file with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1 under the
Exchange Act, with respect to its holdings of the Company’s voting securities (“Schedule 13G”), so long as (1) such Person is principally engaged in the business of managing investment funds for unaffiliated securities investors
and, as part of such Person’s duties as agent for fully managed accounts, holds or exercises voting or dispositive power over voting securities of the Company, (2) such Person acquires beneficial ownership of voting securities of the
Company pursuant to trading activities undertaken in the ordinary course of such Person’s business and not with the purpose nor the effect, either alone or in concert with any Person, of exercising the power to direct or cause the direction of
the management and policies of the Company or of otherwise changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule
13d-3(b) of the Exchange Act and (3) if such Person is a Person included in Rule 13d-1(b)(1)(ii) of the Exchange Act, such Person is not obligated to, and does not, file a Schedule 13D with respect to the securities of the Company, or
(iv) (I) 1992 Air, Inc., (II) any Person who controlled 1992 Air, Inc. as of February 26, 1998, including David Bonderman and James Coulter, or (III) any Person controlled by any such Person (Persons referred to in clauses
(i) through (iv) hereof are hereinafter referred to as “Excluded Persons”); or 
 (bb) individuals who constituted the Board
as of May 15, 2001 (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to May 15, 2001 whose appointment to fill a vacancy or to
fill a new Board position or whose nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board or who was nominated for election by Excluded Persons
shall be considered as though such individual were a member of the Incumbent Board; or 
 (cc) the Company merges with or consolidates into or
engages in a reorganization or similar transaction with another entity pursuant to a transaction in which the Company is not the “Controlling Corporation”; or 

(dd) the Company sells or otherwise disposes of all or substantially all of its assets, other than to Excluded Persons. 

For purposes of clause (aa) above, if at any time there exist securities of different classes entitled to vote separately in the election of directors,
the calculation of the proportion of the voting power held by a beneficial owner of the Company’s securities shall be determined as follows: first, the proportion of the voting power represented by securities held by such beneficial owner of
each separate class or group of classes voting separately in the election of directors shall be determined, provided that securities representing more than 50% of the voting power of securities of any such class or group of classes shall be deemed
to represent 100% of such voting power; second, such proportion shall then be multiplied by a fraction, the numerator of which is the number of directors which such class or classes is entitled to elect and the denominator of which is the total
number of directors elected to membership on the Board at the time; and third, the product obtained for each such separate class or group of classes shall be added together, which sum shall be the proportion of the combined voting power of the
Company’s outstanding securities held by such beneficial owner. 







 For purposes of clause (aa) above, the term “Outside Persons” means any Persons other than
(I) Persons described in clauses (aa)(i) or (iii) or (iv) above (as to Persons described in clause (aa)(iii) or (iv) above, while they are Excluded Persons) and (II) members of senior management of the Company in office
immediately prior to the time the Acquiring Person acquires the beneficial ownership described in clause (aa). 
 For purposes of clause (cc)
above, the Company shall be considered to be the Controlling Corporation in any merger, consolidation, reorganization or similar transaction unless either (1) the shareholders of the Company immediately prior to the consummation of the
transaction (the “Old Shareholders”) would not, immediately after such consummation, beneficially own, directly or indirectly, securities of the resulting entity entitled to elect a majority of the members of the Board of Directors or
other governing body of the resulting entity or (2) those persons who were directors of the Company immediately prior to the consummation of the proposed transaction would not, immediately after such consummation, constitute a majority of the
directors of the resulting entity, provided that (I) there shall be excluded from the determination of the voting power of the Old Shareholders securities in the resulting entity beneficially owned, directly or indirectly, by the other party to
the transaction and any such securities beneficially owned, directly or indirectly, by any Person acting in concert with the other party to the transaction, (II) there shall be excluded from the determination of the voting power of the Old
Shareholders securities in the resulting entity acquired in any such transaction other than as a result of the beneficial ownership of Company securities prior to the transaction and (III) persons who are directors of the resulting entity shall be
deemed not to have been directors of the Company immediately prior to the consummation of the transaction if they were elected as directors of the Company within 90 days prior to the consummation of the transaction. 

The exclusion described in clause (aa)(iii) above shall cease to have any force or effect (and the Person described therein shall cease to be an Excluded
Person) if that Person becomes an “Acquiring Person” within the meaning of the Amended and Restated Rights Agreement dated as of November 15, 2000 between the Company and Mellon Investor Services LLC, as amended from time to time. The
exclusion described in clause (aa)(iv) above shall cease to have any force or effect (and the Persons described therein shall cease to be Excluded Persons) if (A) the Person acquiring beneficial ownership is not controlled by David Bonderman or
James Coulter, or (B) the Person acquiring beneficial ownership (together with any Person controlling, controlled by or under common control with such Person) ceases to be after such acquisition, for a period of thirty consecutive calendar
days, the beneficial owner, directly or indirectly, of securities of the Company representing at least 25% of the combined voting power of the Company’s outstanding securities. 

Upon the occurrence of a Change in Control, with respect to each recipient of an Award hereunder, (AA) all Options granted to such recipient and
outstanding at such time shall immediately vest and become exercisable in full (but subject, however, in the case of Incentive Stock Options, to the aggregate fair market value, determined as of the date the Incentive Stock Options are granted, of
the stock with respect to which Incentive Stock Options are exercisable for the first time by such recipient during any calendar year not exceeding $100,000) and, except as required by law, all restrictions on the transfer of shares acquired
pursuant to such Options shall terminate and (BB) all restrictions applicable to such recipient = s Restricted Stock shall be deemed to have been satisfied and such Restricted Stock shall vest in full. 

In addition, except as otherwise provided in the applicable Option Agreement, if a recipient of an Award hereunder becomes entitled to one or more
payments (with a “payment” including, without limitation, the vesting of an Award) pursuant to the terms of the Plan (the “Total Payments”), which are or become subject to the tax imposed by section 4999 of the Code (or any
similar tax that may hereafter be imposed) (the “Excise Tax”), the Company or subsidiary for whom the recipient is then performing services shall pay to the recipient an additional amount (the “Gross-Up Payment”) such that the
net amount retained by the recipient, after reduction for any Excise Tax on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-Up Payment, shall equal the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the recipient shall be deemed (aa) to pay federal income taxes at the highest stated rate of federal income taxation (including surtaxes, if any) for the calendar year in which the Gross-Up Payment is
to be made (for 1998, the highest stated rate is 39.6%); and (bb) to pay any applicable state and local income taxes at the highest stated rate of taxation (including surtaxes, if any) for the calendar year in which the Gross-Up Payment is to be
made. Any Gross-Up Payment required hereunder shall be made to the recipient at the same time any Total Payment subject to the Excise Tax is paid or deemed received by the recipient.” 

2. The Plans, as amended by this Amendment, shall apply to all Awards made under the Plans on or after the date hereof. The Plans, as in effect prior to
the adoption of this Amendment, shall continue to govern Awards made under the Plans prior to the date hereof except as may otherwise be agreed to by a recipient of an Award. In all other respects, the Plans shall continue in full force and effect
with respect to all Awards made thereunder. 
 3. Capitalized terms used in this Amendment without definition are defined in the Plans and are
used in this Amendment with the same meanings as in the respective Plans. 
 IN WITNESS WHEREOF, the undersigned has executed this Amendment on
behalf of the Company as of May 15, 2001. 
  

			
	CONTINENTAL AIRLINES, INC.
		
	By:	 	         /s/ Jeffery A. Smisek

		 	          Jeffery A. Smisek
		 	          Executive Vice President - Corporate