Exhibit10.14(b)




LTIP
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 an LTIP 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 an LTIP Award under the Program with respect to the LTIP 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 LTIP Awards under the
Program.  The performance goals with respect to the Performance Period
relate to (1) the EBITDAR Margin achieved by the Company as compared to the
Entry EBITDAR Margin and (2) the Company’s achievement of the Cash
Hurdle.  EBITDAR Margin (which is more specifically defined in the
Program) generally means the cumulative EBITDAR achieved for the Performance
Period by the Company divided by the Company’s cumulative revenues over the
Performance Period.  The Entry EBITDAR Margin (which is also more
specifically defined in the Program) generally means the cumulative EBITDAR of
all companies in the Industry Group (currently
[__________________________________________]) for the Performance Period divided
by all such companies’ cumulative revenues over such period.  The Cash
Hurdle is achieved if the Company’s total unrestricted cash, cash equivalents
and short-term investments at the end of the Performance Period is equal to or
greater than a target amount set by the Committee.





The
Committee has established the following performance goals for the Performance
Period:  (1) Target EBITDAR Margin equal to Entry EBITDAR Margin plus
___ Basis Points; (2) Stretch EBITDAR Margin equal to Target EBITDAR Margin plus
___ Basis Points; and (3) a Cash Hurdle of $___ billion.





If the
Company’s EBITDAR Margin is at least equal to the Entry EBITDAR Margin for the
Performance Period and the Cash Hurdle is achieved, the Payment Amount with
respect to this LTIP Award will be (A) your Payout Percentage times (B) your Base
Amount.





Payout Percentage.
Based on your position at ___________, 20xx, your Payout Percentage is equal to
__% (representing the entry level payout percentage), plus (1) an
additional __% for each Basis Point by which the Company’s EBITDAR Margin with
respect to the Performance Period exceeds the Entry EBITDAR Margin with respect
to such period, up to and including the Target EBITDAR Margin with respect to
the Performance Period (representing a target level payout percentage of __%),
and (2) an additional __% for each Basis Point by which the Company’s EBITDAR
Margin with respect to the Performance Period exceeds the Target EBITDAR Margin
with respect to such period, up to and including the Stretch EBITDAR Margin with
respect to the Performance Period (representing a stretch level payout
percentage of __%).





Base Amount. Your
Base Amount is equal to your base annual salary plus a deemed bonus which, based
on your position at ___________, 20xx, is ___% of your base annual
salary.





The
Payment Amount received with respect to this LTIP Award will be based on your
Payout Percentage and Base Amount determined as of the earlier of the last day
of the Performance Period, the date of your death, Disability or Retirement, or
the day immediately preceding the date upon which you suffer a Qualifying Event
on or after the occurrence of a Change in Control, and so may differ from the
numbers set forth in this Award Notice.





Receipt
of a Payment Amount is also conditioned on your continuous employment with the
Company or its subsidiaries until the last day of the Performance Period (with
limited exceptions, as described above).  Upon the occurrence of a
Change in Control, performance targets with respect to LTIP Awards under the
Program are deemed satisfied at the “Stretch” performance level. A Payment
Amount may be pro-rated as provided in the Program (for example, if you become a
participant in the Program after January 1, 20xx, or if your employment
terminates under certain circumstances prior to the last day of the Performance
Period).





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]