Exhibit
10.13(a)





ANNUAL
INCENTIVE AWARD NOTICE


to
[Name]





Pursuant
to the Continental Airlines, Inc.




Annual
Executive Incentive Program




Fiscal
Year 20xx





This
document constitutes your formal notice of an Award under the Continental
Airlines, Inc. Annual Executive Incentive Program (as amended from time to time,
the “Annual Incentive Program”) adopted under the Continental Airlines, Inc.
Incentive Plan 2010 (as amended from time to time, the “Incentive Plan
2010”).  This notice evidences your right to participate in the Annual
Incentive Program with respect to the period commencing on January 1, 20xx and
ending on December 31, 20xx (the “Fiscal Year”), subject to the terms of the
Annual Incentive Program and the Incentive Plan 2010.  [The Annual
Incentive Program, your participation in the Annual Incentive Program and any
payment under the Annual Incentive 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 the following performance goals for the Fiscal
Year:  (1) Entry Level Pre-tax Income of $_______; (2) Target Level
Pre-tax Income of $_______; (3) Stretch Level Pre-tax Income of $_______; and
(4) a Cash Hurdle of $___ billion.





The
Pre-tax Income performance goal is achieved if the Company’s Pre-tax Income is
equal to or greater than the Entry Level Pre-tax Income specified by the
Committee.  The Cash Hurdle is achieved if the Company’s total
unrestricted cash, cash equivalents and short-term investments as of the last
day of the Fiscal Year is equal to or greater than the Cash Hurdle specified by
the Committee.





If these
performance goals are achieved and you remain continuously employed by the
Company or its subsidiaries throughout the entire Fiscal Year, then your Annual
Incentive Payment for the Fiscal Year will be equal to your base annual salary
in effect on the last day of the Fiscal Year multiplied by a percentage equal to
50% plus (1) an additional ____% (or prorated portion thereof) for each million
dollars (or portion thereof) by which the Company’s Pre-tax Income exceeds the
Entry Level Pre-tax Income, up to and including the Target Level Pre-tax Income
(representing a target incentive opportunity of __%), and (2) if the Company’s
Pre-tax Income for the Fiscal Year exceeds the Target Level Pre-tax Income for
such period, an additional ___% (or prorated portion thereof) for each million
dollars (or portion thereof) by which the Company’s Pre-tax Income exceeds the
Target Level Pre-tax Income, up to and including the Stretch Level Pre-tax
Income (representing a stretch incentive opportunity of __%).





Your
Annual Incentive Payment may be prorated as provided in the Annual Incentive
Program under certain circumstances.  If you suffer a Qualifying Event
on or after the occurrence of a Change in Control, you will receive an amount in
cash equal to the Annual Incentive Payment calculated as if the Stretch Level
Pre-tax Income and Cash Hurdle had been achieved for the Fiscal
Year.





Capitalized
terms used in this notice are defined in the Annual Incentive
Program.  The Annual Incentive Program and the Incentive Plan 2010 are
hereby incorporated into this notice by reference.   If you have
any questions, or wish to obtain a copy of the Annual Incentive Program or the
Incentive Plan 2010, please contact __________.








CONTINENTAL
AIRLINES, INC.











By:   ______________________________


[Name]