EXHIBIT
10.14




CONTINENTAL
AIRLINES, INC.




LONG
TERM INCENTIVE AND RSU PROGRAM




(As
Amended and Restated Through February 18, 2009)




I.  PURPOSE OF
PROGRAM




This
Continental Airlines, Inc. Long Term Incentive and RSU Program (the “Program”)
has been adopted by the Human Resources Committee of the Board of Directors of
Continental Airlines, Inc., a Delaware corporation (the “Company”), to implement
in part the Performance Award provisions of the Continental Airlines, Inc.
Incentive Plan 2000 (as amended from time to time, the “Incentive Plan 2000”)
adopted by the Board of Directors of the Company, and is intended to provide a
method for attracting, motivating, and retaining key employees to assist in the
development and growth of the Company and its Subsidiaries.  The
Program and Awards hereunder shall be subject to the terms of the Incentive Plan
2000, including (a) with respect to Profit Based RSU Awards and Stock Price
Based RSU Awards, the limitations on the maximum number of shares of stock that
may be subject to awards granted under the Incentive Plan 2000 to any one
individual during any calendar year, and (b) with respect to NLTIP Awards, the
limitations on the maximum value of Awards contained in Section 5(a)(iii) of the
Incentive Plan 2000.




The
Program as set forth herein constitutes an amendment and restatement of the
Program as previously adopted and amended by the Company and as in effect on
December 31, 2008 (the “Prior Program”), and shall supersede and replace in its
entirety such previously adopted Prior Program.  This amendment and
restatement of the Prior Program into the Program was adopted by the Human
Resources Committee of the Company’s Board of Directors on February 18, 2009,
and shall be effective as of January 1, 2009.  The terms and
conditions of this amendment and restatement of the Program shall apply to all
Awards granted under the Program, including, without limitation, Awards granted
under the Prior Program.




II.  DEFINITIONS AND
CONSTRUCTION




2.1           Definitions.  Where the
following words and phrases are used in the Program, they shall have the
respective meanings set forth below, unless the context clearly indicates to the
contrary:




(a)  “Administrator”
means (i) in the context of Awards made to, or the administration (or
interpretation of any provision) of the Program as it relates to, any person who
is subject to Section 16 of the Securities Exchange Act of 1934, as amended
(including any successor section to the same or similar effect, “Section 16”),
the Committee, or (ii) in the context of Awards made to, or the administration
(or interpretation of any provision) of the Program as it relates to, any person
who is not subject to Section 16, the Chief Executive Officer of the Company
(or, if the Chief Executive Officer is not a director of the Company, the
Committee), unless the Program specifies that the Committee shall take specific
action (in which case such action may only be taken by the Committee) or the
Committee (as to any Award described in this clause (ii) or the administration
or interpretation of any specific provision of the Program) specifies that it
shall serve as Administrator.




(b)  “Annual
Executive Bonus Program” means the Continental Airlines, Inc. Annual Executive
Bonus Program, or any successor to such program.




(c)  “Award”
means, with respect to each Participant for a Performance Period, such
Participant’s opportunity to earn a Payment Amount for such Performance Period,
upon the satisfaction of the terms and conditions of the
Program.  Awards shall relate to an NLTIP Performance Target (“NLTIP
Awards”), a Stock Price Based RSU Performance Target (“Stock Price Based RSU
Awards”), or a Profit Based RSU Performance Target (“Profit Based RSU
Awards”).  Awards hereunder constitute Performance Awards (as such
term is defined in the Incentive Plan 2000) under the Incentive Plan
2000.




(d)  “Award
Notice” means a written notice issued by the Company to a Participant evidencing
such Participant’s receipt of an Award with respect to a Performance
Period.




(e)  “Base
Amount” means the sum of (i) the annual base rate of pay paid or payable in cash
by the Company and the Subsidiaries to or for the benefit of a Participant for
services rendered or labor performed, plus (ii) an additional amount equal to
(1) for all Participants other than those described in Section 2.1(dd)(vi),
2.1(dd)(vii) or 2.1(dd)(viii) below, 125% of the amount described in clause (i),
and (2) for all Participants described in Section 2.1(dd)(vi), 2.1(dd)(vii) or
2.1(dd)(viii) below, 37.5% of the amount described in clause
(i).  Base Amount shall be determined without reduction for amounts a
Participant could have received in cash in lieu of (A) elective deferrals under
any deferred compensation plan of the Company or (B) elective contributions made
on such Participant’s behalf by the Company or a Subsidiary pursuant to a
qualified cash or deferred arrangement (as defined in section 401(k) of the
Code) or pursuant to a plan maintained under section 125 of the
Code.




(f)  “Basis
Point” means one one-hundredth of one percent (0.01%).




(g)  “Board”
means the Board of Directors of the Company




(h)  “Cash
Hurdle” means, with respect to an NLTIP Performance Period or a Profit Based RSU
Performance Period, the dollar amount specified by the Committee as the Cash
Hurdle with respect to such Performance Period as provided in Section 3.1, and
achievement of the Cash Hurdle means (i) in the case of an NLTIP Performance
Period, that the Company’s cash flow over such Performance Period is such that
the Company’s cash, cash equivalents and short term investments (excluding
restricted cash, cash equivalents and short term investments) at the end of such
Performance Period, as reflected on the regularly prepared and publicly
available balance sheet of the Company and its consolidated subsidiaries
prepared in accordance with GAAP, is equal to or greater than that dollar amount
so specified by the Committee as the Cash Hurdle for such Performance Period,
and (ii) in the case of a Profit Based RSU Performance Period, that the
Company’s cash flow over the period beginning on the first day of such
Performance Period and ending on the last day of the Fiscal Year prior to the
applicable Specified Payment Date (the “Cash Hurdle Measurement Period”) is such
that the Company’s cash, cash equivalents and short term investments (excluding
restricted cash, cash equivalents and short term investments) at the end of such
Cash Hurdle Measurement Period, as reflected on the regularly prepared and
publicly available balance sheet of the Company and its consolidated
subsidiaries prepared in accordance with GAAP, is equal to or greater than that
dollar amount so specified by the Committee as the Cash Hurdle for such
Performance Period.




(i)  “Change
in Control” shall have the same meaning as is assigned to such term under the
Incentive Plan 2000, as in effect on March 12, 2004, taking into account
amendments effected on that date.




(j)  “Code”
means the Internal Revenue Code of 1986, as amended.




(k)  “Committee”
means a committee of the Board comprised solely of two or more outside directors
(within the meaning of the term “outside directors” as used in section 162(m) of
the Code).  Such committee shall be the Human Resources Committee of
the Board unless and until the Board designates another committee of the Board
to serve as the Committee.




(l)  “Company”
means Continental Airlines, Inc., a Delaware corporation.




(m)  “Company
Stock” means the Class B common stock, par value $0.01 per share, of the
Company.




(n)  “Cumulative
Profit Sharing Pool” means, with respect to the last day of a Fiscal Year in a
Profit Based RSU Performance Period, the aggregate amount of the Profit Sharing
Pools, if any, for such Fiscal Year and for all prior Fiscal Years in such
Profit Based RSU Performance Period.




(o)  “Cumulative
Profit Sharing Pool Target” means, with respect to a Profit Based RSU
Performance Period, the dollar amount specified by the Committee as the
Cumulative Profit Sharing Pool Target with respect to such Performance Period as
provided in Section 3.1.  The Committee may set multiple levels for
the Cumulative Profit Sharing Pool Target that may apply to a single Profit
Based RSU Performance Period (and each such level is referred to herein as a
“Cumulative Profit Sharing Pool Target Level”), and the Payout Structure
relating to the Profit Based RSU Award for such Performance Period may specify
different Profit Based RSU Payment Percentages depending on the Cumulative
Profit Sharing Pool Target Level achieved.  Achievement of a
Cumulative Profit Sharing Pool Target means that, as of the last day of a Fiscal
Year in the Profit Based RSU Performance Period, the Cumulative Profit Sharing
Pool equals or exceeds a Cumulative Profit Sharing Pool Target Level that has
not been so achieved as of the last day of any prior Fiscal Year in such Profit
Based RSU Performance Period (and the Cumulative Profit Sharing Pool Target
shall be deemed achieved for such Fiscal Year only with respect to the highest
such Cumulative Profit Sharing Pool Target Level so achieved for such Fiscal
Year).




(p)  “Disability”
or “Disabled” means, with respect to a Participant, that such Participant is, by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering
employees of such Participant’s employer.




(q)  “EBITDAR”
means, with respect to the Company and each company in the Industry Group and
each NLTIP Performance Period, the aggregate earnings of the Company or such
company and its consolidated subsidiaries during the Performance Period,
determined prior to the charges, costs, and expenses associated with interest,
income taxes, depreciation, amortization, and aircraft rent.  EBITDAR
shall be determined based on the regularly prepared and publicly available
statements of operations of the Company and each company in the Industry Group
prepared in accordance with GAAP (and if necessary to determine certain items,
based on Form 41 data filed by the Company or such company with the Department
of Transportation); provided, however, that EBITDAR shall be adjusted to exclude
(i) non-operating income or expense, (ii) write-offs of assets (including
aircraft and associated parts), (iii) one-time gains or losses from the disposal
of assets, and (iv) any other item of gain, loss, or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence, in each case
under clauses (i), (ii), (iii) and (iv) as determined by the Committee in
accordance with GAAP.  If the fiscal year of a company in the Industry
Group is not the calendar year, then such company’s EBITDAR for an NLTIP
Performance Period shall be determined based upon the fiscal quarters of such
company that coincide with the fiscal quarters contained in such Performance
Period. Further, if a company in the Industry Group provides publicly available
statements of operations with respect to its airline business that are separate
from the statements of operations provided with respect to its other businesses,
then such company’s EBITDAR shall be determined based solely upon the separately
provided statements of operations pertaining to its airline
business.




(r)  “EBITDAR
Margin” means, with respect to the Company and each company in the Industry
Group and each NLTIP Performance Period, the cumulative EBITDAR for the Company
or such company for such Performance Period divided by the Company’s or such
company’s cumulative revenues (determined on a consolidated basis based on the
regularly prepared and publicly available statements of operations of the
Company or such company prepared in accordance with GAAP) over such Performance
Period; provided, however, that, with respect to NLTIP Performance Periods
beginning on or after January 1, 2007, such cumulative revenues shall be
adjusted to exclude any item determined to be extraordinary or unusual in nature
or infrequent in occurrence as determined by the Committee in accordance with
GAAP.  If the fiscal year of a company in the Industry Group is not
the calendar year, then such company’s EBITDAR Margin for an NLTIP Performance
Period shall be determined based upon the fiscal quarters of such company that
coincide with the fiscal quarters contained in such Performance
Period.  Further, if a company in the Industry Group provides publicly
available statements of operations with respect to its airline business that are
separate from the statements of operations provided with respect to its other
businesses, then such company’s EBITDAR Margin shall be determined based solely
upon the separately provided statements of operations pertaining to its airline
business.




(s)  “Eligible
Employee” means any individual who is a staff vice president or more senior
officer of the Company or a Subsidiary.




(t)  “Entry
EBITDAR Margin” means, with respect to each NLTIP Performance Period, the
percentage determined by calculating the simple average of the EBITDAR Margins
of the companies in the Industry Group with respect to such Performance
Period.  Notwithstanding the foregoing, with respect to each NLTIP
Performance Period beginning on or after January 1, 2007, the term “Entry
EBITDAR Margin” means the percentage determined by dividing (i) the cumulative
EBITDAR of all companies in the Industry Group for such Performance Period by
(ii) all such companies’ cumulative revenues (determined as provided in Section
2.1(r)) over such Performance Period.




(u)  “Financial
Performance Hurdle” means, with respect to a particular Fiscal Year, that the
Company’s net income for such Fiscal Year, as set forth on its regularly
prepared and publicly available consolidated statements of operations prepared
in accordance with GAAP, is greater than $0 (or, with respect to the first
Fiscal Year under the Program, greater than $66 million).




(v)  “Fiscal
Year” means each 12-consecutive month period commencing on January 1;
provided, however, that the first Fiscal Year under the Program shall be the
nine-consecutive month period commencing on April 1, 2006.




(w)  “GAAP”
means United States generally accepted accounting principles, consistently
applied.




(x)  “Incentive
Plan 2000” means the Continental Airlines, Inc. Incentive Plan 2000, as amended
from time to time.




(y)  “Industry
Group” means, with respect to each NLTIP Performance Period, the companies
determined in accordance with the provisions of Article V for such Performance
Period.




(z)  “Market
Value per Share” means, as of any specified date, the simple average of the
closing sales prices of Company Stock in the principal securities market in
which the Company Stock is then traded over the 20 most recent consecutive
Trading Days ending on the last Trading Day preceding the specified date,
adjusted appropriately by the Committee for any stock splits, stock dividends,
reverse stock splits, special dividends or other similar matters occurring
during or with respect to any relevant measurement period.




(z1)           “Maximum
Aggregate Payment Amount” means, with respect to each RSU subject to a Profit
Based RSU Award for which the Profit Based RSU Performance Period begins on or
after January 1, 2009, an amount equal to the product of (i) the Profit Based
RSU Payment Percentage applicable to the highest Cumulative Profit Sharing Pool
Target Level specified by the Committee with respect to such Award multiplied by (ii) a
dollar amount determined by the Committee in its sole discretion; provided,
however, that the Committee may, in its sole discretion, determine whether or
not to establish a Maximum Aggregate Payment Amount with respect to any
particular RSU.  The Maximum Aggregate Payment Amount, if any, with respect
to an RSU subject to an outstanding Profit Based RSU Award shall be subject to
appropriate adjustment by the Committee for any stock splits, stock dividends,
reverse stock splits, special dividends or other similar matters relating to
Company Stock occurring after the date of grant of such Award.




(aa)  “NLTIP
Performance Period” means each three-year period commencing on the first day of
a calendar year that begins on or after January 1,
2005.  Notwithstanding the foregoing, no new NLTIP Performance Period
shall commence on or after the date upon which a Change in Control occurs,
unless otherwise determined by the Committee.




(bb)  “Participant”
means an Eligible Employee who has received an Award under the Program with
respect to a Performance Period pursuant to Section 4.1.




(cc)  “Payment
Amount” (A) with respect to Stock Price Based RSU Awards means, with respect to
each Participant and each Stock Price Based RSU Performance Period with respect
to which the Stock Price Based RSU Performance Target is satisfied, an amount
equal to 100% of the RSU Value, determined as of the last day of the relevant
Stock Price Based RSU Performance Period (or, in the event of a Change in
Control, as of the date of the Change in Control, or in the event of death,
Disability or Retirement of a Participant, as of the date of such death,
Disability or Retirement), (B) with respect to NLTIP Awards means, with respect
to each Participant and each NLTIP Performance Period for which the NLTIP
Performance Target is satisfied, an amount equal to (i) such Participant’s Base
Amount in effect as of the earlier of (1) the last day of such NLTIP Performance
Period, (2) the date of such Participant’s death, Disability or Retirement, or
(3) the day immediately preceding the date upon which such Participant suffers a
Qualifying Event in connection with, after, or in contemplation of a Change in
Control, multiplied by (ii) the Payout Percentage applicable to such Participant
for such NLTIP Performance Period, and (C) with respect to each Profit Based RSU
Award and related Profit Based RSU Performance Period, means each amount payable
pursuant to Section 6.2(b), 6.3(b) and 6.4(b).  Notwithstanding the
foregoing, a Payment Amount may be pro-rated as provided in the
Program.




(dd)  “Payout
Percentage” means, with respect to each NLTIP Performance Period for which the
NLTIP Performance Target is satisfied:




(i)           In
the case of a Participant who is the Company’s Chief Executive Officer as of the
earlier of (1) the last day of such Performance Period, (2) the date of such
Participant’s death, Disability or Retirement, or (3) the day immediately
preceding the date upon which such Participant suffers a Qualifying Event in
connection with, after, or in contemplation of a Change in Control, 75% plus (A)
if the Company’s EBITDAR Margin with respect to such Performance Period exceeds
the Entry EBITDAR Margin with respect to such Performance Period, an additional
percentage equal to (x) 25 divided by (y) the difference between the Target
EBITDAR Margin with respect to such Performance Period and the Entry EBITDAR
Margin with respect to such Performance Period (expressed in Basis Points), for
each Basis Point that the Company’s EBITDAR Margin with respect to such
Performance Period exceeds the Entry EBITDAR Margin with respect to such
Performance Period, up to and including the Target EBITDAR Margin with respect
to such Performance Period, and (B) if the Company’s EBITDAR Margin with respect
to such Performance Period exceeds the Target EBITDAR Margin with respect to
such Performance Period, an additional percentage equal to (x) 50 divided by (y)
the difference between the Stretch EBITDAR Margin with respect to such
Performance Period and the Target EBITDAR Margin with respect to such
Performance Period (expressed in Basis Points), for each Basis Point that the
Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Target EBITDAR Margin with respect to such Performance Period, up to and
including the Stretch EBITDAR Margin with respect to such Performance
Period;




(ii)           In
the case of a Participant who is the Company’s President as of the earlier of
(1) the last day of such Performance Period, (2) the date of such Participant’s
death, Disability or Retirement, or (3) the day immediately preceding the date
upon which such Participant suffers a Qualifying Event in connection with,
after, or in contemplation of a Change in Control, 70% plus (A) if the Company’s
EBITDAR Margin with respect to such Performance Period exceeds the Entry EBITDAR
Margin with respect to such Performance Period, an additional percentage equal
to (x) 20 divided by (y) the difference between the Target EBITDAR Margin with
respect to such Performance Period and the Entry EBITDAR Margin with respect to
such Performance Period (expressed in Basis Points), for each Basis Point that
the Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Entry EBITDAR Margin with respect to such Performance Period, up to and
including the Target EBITDAR Margin with respect to such Performance Period, and
(B) if the Company’s EBITDAR Margin with respect to such Performance Period
exceeds the Target EBITDAR Margin with respect to such Performance Period, an
additional percentage equal to (x) 45 divided by (y) the difference between the
Stretch EBITDAR Margin with respect to such Performance Period and the Target
EBITDAR Margin with respect to such Performance Period (expressed in Basis
Points), for each Basis Point that the Company’s EBITDAR Margin with respect to
such Performance Period exceeds the Target EBITDAR Margin with respect to such
Performance Period, up to and including the Stretch EBITDAR Margin with respect
to such Performance Period;




(iii)           In
the case of a Participant who is an Executive Vice President of the Company as
of the earlier of (1) the last day of such Performance Period, (2) the date of
such Participant’s death, Disability or Retirement, or (3) the day immediately
preceding the date upon which such Participant suffers a Qualifying Event in
connection with, after, or in contemplation of a Change in Control, 50% plus (A)
if the Company’s EBITDAR Margin with respect to such Performance Period exceeds
the Entry EBITDAR Margin with respect to such Performance Period, an additional
percentage equal to (x) 25 divided by (y) the difference between the Target
EBITDAR Margin with respect to such Performance Period and the Entry EBITDAR
Margin with respect to such Performance Period (expressed in Basis Points), for
each Basis Point that the Company’s EBITDAR Margin with respect to such
Performance Period exceeds the Entry EBITDAR Margin with respect to such
Performance Period, up to and including the Target EBITDAR Margin with respect
to such Performance Period, and (B) if the Company’s EBITDAR Margin with respect
to such Performance Period exceeds the Target EBITDAR Margin with respect to
such Performance Period, an additional percentage equal to (x) 25 divided by (y)
the difference between the Stretch EBITDAR Margin with respect to such
Performance Period and the Target EBITDAR Margin with respect to such
Performance Period (expressed in Basis Points), for each Basis Point that the
Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Target EBITDAR Margin with respect to such Performance Period, up to and
including the Stretch EBITDAR Margin with respect to such Performance
Period;




(iv)           In
the case of a Participant who is a Senior Vice President of the Company (or the
President of a Subsidiary) as of the earlier of (1) the last day of such
Performance Period, (2) the date of such Participant’s death, Disability or
Retirement, or (3) the day immediately preceding the date upon which such
Participant suffers a Qualifying Event in connection with, after, or in
contemplation of a Change in Control, 30% plus (A) if the Company’s EBITDAR
Margin with respect to such Performance Period exceeds the Entry EBITDAR Margin
with respect to such Performance Period, an additional percentage equal to (x)
20 divided by (y) the difference between the Target EBITDAR Margin with respect
to such Performance Period and the Entry EBITDAR Margin with respect to such
Performance Period (expressed in Basis Points), for each Basis Point that the
Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Entry EBITDAR Margin with respect to such Performance Period, up to and
including the Target EBITDAR Margin with respect to such Performance Period, and
(B) if the Company’s EBITDAR Margin with respect to such Performance Period
exceeds the Target EBITDAR Margin with respect to such Performance Period, an
additional percentage equal to (x) 20 divided by (y) the difference between the
Stretch EBITDAR Margin with respect to such Performance Period and the Target
EBITDAR Margin with respect to such Performance Period (expressed in Basis
Points), for each Basis Point that the Company’s EBITDAR Margin with respect to
such Performance Period exceeds the Target EBITDAR Margin with respect to such
Performance Period, up to and including the Stretch EBITDAR Margin with respect
to such Performance Period;




(v)           In
the case of a Participant (other than a Participant described in any of clauses
(i), (ii), (iii) or (iv) above) who is a participant in the Annual Executive
Bonus Program as of the earlier of (1) the last day of such Performance Period,
(2) the date of such Participant’s death, Disability or Retirement, or (3) the
day immediately preceding the date upon which such Participant suffers a
Qualifying Event in connection with, after, or in contemplation of a Change in
Control, 25% plus (A) if the Company’s EBITDAR Margin with respect to such
Performance Period exceeds the Entry EBITDAR Margin with respect to such
Performance Period, an additional percentage equal to (x) 15 divided by (y) the
difference between the Target EBITDAR Margin with respect to such Performance
Period and the Entry EBITDAR Margin with respect to such Performance Period
(expressed in Basis Points), for each Basis Point that the Company’s EBITDAR
Margin with respect to such Performance Period exceeds the Entry EBITDAR Margin
with respect to such Performance Period, up to and including the Target EBITDAR
Margin with respect to such Performance Period, and (B) if the Company’s EBITDAR
Margin with respect to such Performance Period exceeds the Target EBITDAR Margin
with respect to such Performance Period, an additional percentage equal to (x)
15 divided by (y) the difference between the Stretch EBITDAR Margin with respect
to such Performance Period and the Target EBITDAR Margin with respect to such
Performance Period (expressed in Basis Points), for each Basis Point that the
Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Target EBITDAR Margin with respect to such Performance Period, up to and
including the Stretch EBITDAR Margin with respect to such Performance
Period;




(vi)           In
the case of a Participant who is designated as a Category 1 officer by the
Administrator and is not described in any of clauses (i), (ii), (iii), (iv) or
(v) above as of the earlier of (1) the last day of such Performance Period, (2)
the date of such Participant’s death, Disability or Retirement, or (3) the day
immediately preceding the date upon which such Participant suffers a Qualifying
Event in connection with, after, or in contemplation of a Change in Control, 40%
plus (A) if the Company’s EBITDAR Margin with respect to such Performance Period
exceeds the Entry EBITDAR Margin with respect to such Performance Period, an
additional percentage equal to (x) 15 divided by (y) the difference between the
Target EBITDAR Margin with respect to such Performance Period and the Entry
EBITDAR Margin with respect to such Performance Period (expressed in Basis
Points), for each Basis Point that the Company’s EBITDAR Margin with respect to
such Performance Period exceeds the Entry EBITDAR Margin with respect to such
Performance Period, up to and including the Target EBITDAR Margin with respect
to such Performance Period, and (B) if the Company’s EBITDAR Margin with respect
to such Performance Period exceeds the Target EBITDAR Margin with respect to
such Performance Period, an additional percentage equal to (x) 30 divided by (y)
the difference between the Stretch EBITDAR Margin with respect to such
Performance Period and the Target EBITDAR Margin with respect to such
Performance Period (expressed in Basis Points), for each Basis Point that the
Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Target EBITDAR Margin with respect to such Performance Period, up to and
including the Stretch EBITDAR Margin with respect to such Performance
Period;




(vii)           In
the case of a Participant who is designated as a Category 2 officer by the
Administrator and is not described in any of clauses (i), (ii), (iii), (iv), (v)
or (vi) above as of the earlier of (1) the last day of such Performance Period,
(2) the date of such Participant’s death, Disability or Retirement, or (3) the
day immediately preceding the date upon which such Participant suffers a
Qualifying Event in connection with, after, or in contemplation of a Change in
Control, 30% plus (A) if the Company’s EBITDAR Margin with respect to such
Performance Period exceeds the Entry EBITDAR Margin with respect to such
Performance Period, an additional percentage equal to (x) 10 divided by (y) the
difference between the Target EBITDAR Margin with respect to such Performance
Period and the Entry EBITDAR Margin with respect to such Performance Period
(expressed in Basis Points), for each Basis Point that the Company’s EBITDAR
Margin with respect to such Performance Period exceeds the Entry EBITDAR Margin
with respect to such Performance Period, up to and including the Target EBITDAR
Margin with respect to such Performance Period, and (B) if the Company’s EBITDAR
Margin with respect to such Performance Period exceeds the Target EBITDAR Margin
with respect to such Performance Period, an additional percentage equal to (x)
25 divided by (y) the difference between the Stretch EBITDAR Margin with respect
to such Performance Period and the Target EBITDAR Margin with respect to such
Performance Period (expressed in Basis Points), for each Basis Point that the
Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Target EBITDAR Margin with respect to such Performance Period, up to and
including the Stretch EBITDAR Margin with respect to such Performance Period;
and




(viii)                      In
the case of a Participant who is designated as a Category 3 officer by the
Administrator and is not described in any of clauses (i), (ii), (iii), (iv),
(v), (vi) or (vii) above as of the earlier of (1) the last day of such
Performance Period, (2) the date of such Participant’s death, Disability or
Retirement, or (3) the day immediately preceding the date upon which such
Participant suffers a Qualifying Event in connection with, after, or in
contemplation of a Change in Control, 15% plus (A) if the Company’s EBITDAR
Margin with respect to such Performance Period exceeds the Entry EBITDAR Margin
with respect to such Performance Period, an additional percentage equal to (x) 5
divided by (y) the difference between the Target EBITDAR Margin with respect to
such Performance Period and the Entry EBITDAR Margin with respect to such
Performance Period (expressed in Basis Points), for each Basis Point that the
Company’s EBITDAR Margin with respect to such Performance Period exceeds the
Entry EBITDAR Margin with respect to such Performance Period, up to and
including the Target EBITDAR Margin with respect to such Performance Period, and
(B) if the Company’s EBITDAR Margin with respect to such Performance Period
exceeds the Target EBITDAR Margin with respect to such Performance Period, an
additional percentage equal to (x) 10 divided by (y) the difference between the
Stretch EBITDAR Margin with respect to such Performance Period and the Target
EBITDAR Margin with respect to such Performance Period (expressed in Basis
Points), for each Basis Point that the Company’s EBITDAR Margin with respect to
such Performance Period exceeds the Target EBITDAR Margin with respect to such
Performance Period, up to and including the Stretch EBITDAR Margin with respect
to such Performance Period.




(ee)  “Payout
Structure” means, with respect to each Profit Based RSU Performance Period, a
Profit Based RSU Payment Percentage determined by the Committee to apply to each
Cumulative Profit Sharing Pool Target Level relating to such Performance
Period.  The Payout Structure for each Profit Based RSU Performance
Period shall be determined by the Committee as provided in Section
3.1.




(ff)  “Performance
Period” means an NLTIP Performance Period, a Stock Price Based RSU Performance
Period or a Profit Based RSU Performance Period, as applicable or as the context
requires.




(gg)  “Performance
Target” means (A) with respect to an NLTIP Performance Period, that (1) the Cash
Hurdle with respect to such Performance Period has been achieved, and (2) the
Company’s EBITDAR Margin with respect to such Performance Period equals or
exceeds the Entry EBITDAR Margin with respect to such Performance Period
(clauses (A)(1) and (2) together, the “NLTIP Performance Target”), (B) with
respect to a Stock Price Based RSU Performance Period, that the Market Value per
Share at any date during the Performance Period has been equal to or greater
than the Target Price with respect to such Performance Period (clause (B), the
“Stock Price Based RSU Performance Target”), or (C) with respect to a Profit
Based RSU Performance Period, that, as of the last day of a Fiscal Year in such
Performance Period, (1) the Financial Performance Hurdle for such Fiscal Year
has been achieved, and (2) the Cumulative Profit Sharing Pool Target for such
Performance Period has been achieved (clauses (C)(1) and (2) together, the
“Profit Based RSU Performance Target”).




(hh)  “Pre-tax
Net Income” means, with respect to each Fiscal Year, the consolidated income
before taxes but after minority interest (as computed using net income (loss)
before taxes) of the Company for such Fiscal Year in accordance with GAAP, as
shown on the Company’s consolidated statements of operations for such Fiscal
Year, but calculated (i) excluding any unusual or non-recurring items in
accordance with GAAP and (ii) prior to any costs associated with executive
incentive compensation (defined as incentive compensation for executives of the
Company with performance targets determined by the Committee), in each case as
determined by the Committee; provided, however, Pre-tax Net Income with respect
to the first Fiscal Year under the Program shall be calculated using the
Company’s consolidated statements of operations for the three quarters ended
December 31, 2006 and adjusted by reducing Pre-tax Net Income for the first
Fiscal Year by $31 million.  Notwithstanding the foregoing, in no
event shall the Pre-tax Net Income for a Fiscal Year be less than $0 for
purposes of the Program.




(ii)  “Profit
Based RSU Payment Percentage” means, with respect to each Profit Based RSU
Performance Period, the percentage of the RSUs subject to the related Profit
Based RSU Award for which payments may be made under the Program upon
achievement of a particular Cumulative Profit Sharing Pool Target Level relating
to such Performance Period.  The Profit Based RSU Payment Percentages
for a Profit Based RSU Performance Period shall be determined by the Committee
in connection with the Committee’s determination of the Payout Structure for
such Performance Period.




(jj)  “Profit
Based RSU Performance Period” means: (i) as to the first Profit Based RSU
Performance Period under the Program, the period commencing on April 1, 2006 and
ending on December 31, 2009, and (ii) each other period specified by the
Committee as provided in Section 3.1 that consists of one or more consecutive
Fiscal Years that begin on or after January 1, 2007.




(kk)  “Profit
Sharing Pool” means, with respect to each Fiscal Year, the “Annual Award Pool”
for such Fiscal Year determined under (and based on the definition of such term
set forth in) the Company’s Enhanced Profit Sharing Plan as in effect on
February 23, 2007, taking into account amendments effected on that date (the
“EPSP”); provided, however, that (A) any Minor Pool (as defined in the EPSP)
with respect to a Fiscal Year that ended prior to the beginning of any Profit
Based RSU Performance Period shall not be included in the Profit Sharing Pool
with respect to a Fiscal Year in such Performance Period and (B) for the Fiscal
Year beginning on April 1, 2006, the Profit Sharing Pool for such Fiscal Year
shall be the same as the Annual Award Pool under the EPSP for the 12-month
period ending on December 31, 2006 (disregarding any Minor Pool to the extent
provided in clause (A) of this paragraph), except that such Annual Award Pool
shall be determined under the EPSP based on Pre-tax Net Income for such Fiscal
Year determined under the Program reduced by an additional $1 million (in lieu
of “Pre-tax Net Income” (as defined under the EPSP) for the 12-month period
ending on December 31, 2006).




(ll)  “Program”
means this Continental Airlines, Inc. Long Term Incentive and RSU Program, as
amended from time to time.




(mm)  “Qualifying
Event” means, with respect to a Participant, the termination of such
Participant’s employment with the Company under circumstances which would permit
such Participant to receive a Termination Payment or Monthly Severance Amount
(as such terms are defined in such Participant’s employment agreement), or
similar payment, pursuant to any contract of employment between such Participant
and the Company or any Subsidiary.




(nn)  “Retirement,”
“Retires” or “Retired” means retirement of a Participant from employment with
the Company pursuant to the provisions of the Continental Retirement Plan, as
amended from time to time.




(oo)  “RSUs”
means the method of denominating Profit Based RSU Awards and Stock Price Based
RSU Awards, which shall be granted in whole numbers and which are denominated in
Company Stock for purposes of Incentive Plan 2000.  The number of RSUs
subject to an outstanding Profit Based RSU Award or Stock Price Based RSU Award
shall be subject to appropriate adjustment by the Committee for any stock
splits, stock dividends, reverse stock splits, special dividends or other
similar matters relating to Company Stock occurring after the date of grant of
such Award and during or with respect to the applicable Performance
Period.




(pp)  “RSU
Value” of a Stock Price Based RSU Award, as of a specified date, means the
dollar amount calculated by multiplying the number of RSUs subject to the Stock
Price Based RSU Award as of the specified date times the Market Value per Share
as of the specified date.




(qq)  “Specified
Payment Date” means:




(i)           If
a Profit Based RSU Performance Target is achieved for the first Profit Based RSU
Performance Period as of the last day of the Fiscal Year that ends on December
31, 2006, then (A) with respect to a payment under Section 6.2(b)(i) for such
Fiscal Year, the first day of the 15th month following the end of such Fiscal
Year, (B) with respect to a payment under Section 6.2(b)(ii) for such Fiscal
Year, the first day of the 27th month following the end of such Fiscal Year, and
(C) with respect to a payment under Section 6.2(b)(iii) for such Fiscal Year,
the first day of the 39th month following the end of such Fiscal Year;
and




(ii)           If
a Profit Based RSU Performance Target is achieved for any Profit Based RSU
Performance Period as of the last day of a Fiscal Year that ends after December
31, 2006, then (A) with respect to a payment under Section 6.2(b)(i) for such
Fiscal Year, the first day of the 3rd month following the end of such Fiscal
Year, (B) with respect to a payment under Section 6.2(b)(ii) for such Fiscal
Year, the first day of the 15th month following the end of such Fiscal Year, and
(C) with respect to a payment under Section 6.2(b)(iii) for such Fiscal Year,
the first day of the 27th month following the end of such Fiscal
Year.




With
respect to each Fiscal Year during a Profit Based RSU Performance Period for
which a Profit Based RSU Performance Target is achieved, the Specified Payment
Date referred to in clause (i)(A) and (ii)(A) above, as applicable, is referred
to herein as the “First Specified Payment Date,” the Specified Payment Date
referred to in clause (i)(B) and (ii)(B) above, as applicable, is referred to
herein as the “Second Specified Payment Date,” and the Specified Payment Date
referred to in clause (i)(C) and (ii)(C) above, as applicable, is referred to
herein as the “Third Specified Payment Date.”  Notwithstanding the
foregoing, a Specified Payment Date may be deferred as provided in Section
6.2(b).




(rr)  “Stock
Price Based RSU Performance Period” means the period commencing on April 1, 2004
and ending on December 31, 2007.




(ss)  “Stretch
EBITDAR Margin” means, with respect to an NLTIP Performance Period, the
percentage determined by the Committee to be the Stretch EBITDAR Margin with
respect to such Performance Period as provided in Section 3.1 hereof, which
shall be expressed as the Target EBITDAR Margin plus that number of Basis Points
determined by the Committee as provided in Section 3.1.




(tt)  “Subsidiary”
for purposes of participation in the Program means any entity (other than the
Company) with respect to which the Company, directly or indirectly through one
or more other entities, owns equity interests possessing 50 percent or more of
the total combined voting power of all equity interests of such entity
(excluding voting power that arises only upon the occurrence of one or more
specified events).




(uu)  “Target
EBITDAR Margin” means, with respect to an NLTIP Performance Period, the
percentage determined by the Committee to be the Target EBITDAR Margin with
respect to such Performance Period as provided in Section 3.1 hereof, which
shall be expressed as the Entry EBITDAR Margin plus that number of Basis Points
determined by the Committee as provided in Section 3.1.




(vv)  “Target
Price” with respect to a Stock Price Based RSU Performance Period means the
dollar value per share of Company Stock specified by the Committee as the Target
Price for such Stock Price Based RSU Performance Period as provided in Section
3.1, which Target Price shall be appropriately adjusted by the Committee for any
stock splits, stock dividends, reverse splits, special dividends or other
similar events occurring during or with respect to the Stock Price Based RSU
Performance Period.




(ww)  “Trading
Day” means a day during which trading in securities generally occurs in the
principal securities market in which Company Stock is traded.




2.2           Number,
Gender, Headings, and Periods of Time.  Wherever
appropriate herein, words used in the singular shall be considered to include
the plural, and words used in the plural shall be considered to include the
singular.  The masculine gender, where appearing in the Program, shall
be deemed to include the feminine gender.  The headings of Articles,
Sections, and Paragraphs herein are included solely for
convenience.  If there is any conflict between such headings and the
text of the Program, the text shall control.  All references to
Articles, Sections, and Paragraphs are to the Program unless otherwise
indicated.  Any reference in the Program to a period or number of
days, weeks, months, or years shall mean, respectively, calendar days, calendar
weeks, calendar months, or calendar years unless expressly provided
otherwise.




III.  ADMINISTRATION




3.1           Administration
by the Administrator.  The Program shall
be administered by the Administrator, so that (i) Awards made to, and the
administration (or interpretation of any provision) of the Program as it relates
to, any person who is subject to Section 16, shall be made or effected by the
Committee, and (ii) Awards made to, and the administration (or interpretation of
any provision) of the Program as it relates to, any person who is not subject to
Section 16, shall be made or effected by the Chief Executive Officer of the
Company (or, if the Chief Executive Officer is not a director of the Company,
the Committee), unless the Program specifies that the Committee shall take
specific action (in which case such action may only be taken by the Committee)
or the Committee (as to any Award described in this clause (ii) or the
administration or interpretation of any specific provision of the Program)
specifies that it shall serve as Administrator.  The action of a
majority of the members of the Committee will be the act of the
Committee.




The
Committee may from time to time in its discretion establish in writing for
purposes of the Program a Profit Based RSU Performance Period that consists of
one or more consecutive Fiscal Years.  The Committee shall, promptly
upon adoption of the Program in the case of all Performance Periods commencing
on April 1, 2004, and within 90 days after the first day of each Performance
Period commencing on or after January 1, 2005 (but in no event after the date
required for a performance goal to be considered preestablished under Section
162(m) of the Code), establish in writing for purposes of the Program: (i) for
NLTIP Awards, the applicable Target EBITDAR Margin and Stretch EBITDAR Margin
(such that at all times the Stretch EBITDAR Margin shall be higher than the
Target EBITDAR Margin, which in turn shall be higher than the Entry EBITDAR
Margin) and the Cash Hurdle for each such Performance Period, (ii) for Stock
Price Based RSU Awards, the applicable Target Price for each such Performance
Period, and (iii) for Profit Based RSU Awards, the Cash Hurdle, the Cumulative
Profit Sharing Pool Target Levels (including the Cumulative Profit Sharing Pool
Target Level that shall apply for purposes of Section 6.4(b)), the related
Payout Structure for such Performance Period and the Maximum Aggregate Payment
Amount, if any, applicable to the RSUs subject to such Award.




3.2           Powers of
the Administrator.  The Administrator
shall supervise the administration and enforcement of the Program according to
the terms and provisions hereof and shall have the sole discretionary authority
and all of the powers necessary to accomplish these purposes.  The
Administrator (which shall be limited solely to the Committee with respect to
clauses (e), (f), (g), (h), (i) and (j) below and as described in clause (c)
below) shall have all of the powers specified for it under the Program,
including, without limitation, the power, right, or authority: (a) to designate
an Eligible Employee as a Participant with respect to a Performance Period at
any time prior to the last day of such period, (b) from time to time to
establish rules and procedures for the administration of the Program, which are
not inconsistent with the provisions of the Program or the Incentive Plan 2000,
and any such rules and procedures shall be effective as if included in the
Program, (c) to construe in its discretion all terms, provisions, conditions and
limitations of the Program and any Award, and to determine the number of RSUs
subject to a Profit Based RSU Award or a Stock Price Based RSU Award to a
Participant (which determination with respect to any person who is subject to
Section 16 shall be made only by the Committee), (d) to correct any defect or to
supply any omission or to reconcile any inconsistency that may appear in the
Program in such manner and to such extent as the Administrator shall deem
appropriate, (e) to determine the Target Price, the Target EBITDAR Margin, the
Stretch EBITDAR Margin, and the Cumulative Profit Sharing Pool Target Levels
with respect to each relevant Performance Period, (f) to determine the Cash
Hurdle for each relevant Performance Period, (g) to determine the Payout
Structure and the Maximum Aggregate Payment Amount, if any, for each Profit
Based RSU Award, (h) to make determinations as to whether the Performance
Targets for the various Performance Periods were satisfied, (i) to make
determinations as to whether the Cash Hurdles for the various Profit Based RSU
Performance Periods were satisfied, (j) to certify in writing, prior to the
payment of any amount under the Program with respect to a Performance Period,
whether the Performance Targets relating to such Performance Period and any
other material terms of the Program have in fact been satisfied, and (k) to make
all other determinations necessary or advisable for the administration of the
Program. The Administrator may correct any defect or supply any omission or
reconcile any inconsistency in the Program or in any Award or Award Notice in
the manner and to the extent it shall deem expedient to carry it into
effect.




3.3           Administrator
Decisions Conclusive; Standard of Care.  The Administrator
shall, in its sole discretion exercised in good faith (which, for purposes of
this Section 3.3, shall mean the application of reasonable business judgment),
make all decisions and determinations and take all actions necessary in
connection with the administration of the Program.  All such
decisions, determinations, and actions by the Administrator shall be final,
binding, and conclusive upon all persons.  However, in the event of
any conflict in any such determination as between the Committee and the Chief
Executive Officer of the Company, each acting in its or his capacity as
Administrator of the Plan, the determination of the Committee shall be
conclusive. The Administrator shall not be liable for any action or
determination taken or made in good faith or upon reliance in good faith on the
records of the Company or information presented to the Administrator by the
Company’s officers, employees, or other persons (including the Company’s outside
auditors) as to matters the Administrator reasonably believes are within such
other person’s professional or expert competence.  If a Participant
disagrees with any decision, determination, or action made or taken by the
Administrator, then the dispute will be limited to whether the Administrator has
satisfied its duty to make such decision or determination or take such action in
good faith.  No liability whatsoever shall attach to or be incurred by
any past, present or future stockholders, officers or directors, as such, of the
Company or any of its Subsidiaries, under or by reason of the Program or the
administration thereof, and each Participant, in consideration of receiving
benefits and participating hereunder, expressly waives and releases any and all
claims relating to any such liability.




IV.  PARTICIPATION AND AWARD
NOTICES




4.1           Participation.  Each individual
who is an Eligible Employee on the first day of a Performance Period shall
automatically be a Participant and receive an Award with respect to such
Performance Period, unless otherwise determined by the Administrator prior to
the first day of the relevant Performance Period.  NLTIP Awards shall
be made with respect to NLTIP Performance Periods, Profit Based RSU Awards shall
be made with respect to Profit Based RSU Performance Periods, and Stock Price
Based RSU Awards shall be made with respect to Stock Price Based RSU Performance
Periods.  Each individual who becomes an Eligible Employee after the
first day of a Performance Period shall become a Participant and receive an
Award with respect to such Performance Period only if such individual is
selected prior to the last day of such Performance Period by the Administrator
in its sole discretion for participation in the Program with respect to such
Performance Period.  Unless otherwise determined by the Administrator,
Payment Amounts with respect to a Stock Price Based RSU Award or an NLTIP Award
for an individual who becomes a Participant with respect to such Award after the
first day of the related Performance Period shall be pro-rated based on a
fraction, the numerator of which is (except as otherwise provided in Section 6.3
or Section 6.4) the number of days during the period beginning on the date of
such Participant’s commencement of participation in the Program for such
Performance Period and ending on the last day of such Performance Period, and
the denominator of which is the total number of days in such Performance
Period.  In addition, unless otherwise determined by the
Administrator, Payment Amounts under Section 6.2(b) with respect to an
individual who becomes a Participant with respect to a Profit Based RSU
Performance Period after the first day of such Performance Period shall be
pro-rated based on a fraction, the numerator of which is (except as otherwise
provided in Section 6.3) the number of days during the period beginning on the
date of such Participant’s commencement of participation in the Program for such
Performance Period and ending on the date of the applicable payment under
Section 6.2(b), and the denominator of which is (except as otherwise provided in
Section 6.3) the number of days in the period beginning on the first day of the
relevant Profit Based RSU Performance Period and ending on the date of the
applicable payment under Section 6.2(b).




4.2           Award
Notices.  The Company shall
provide an Award Notice to each Eligible Employee who becomes a Participant with
respect to a Performance Period within 90 days after such Eligible Employee
becomes such a Participant.  With respect to Profit Based RSU Awards
and Stock Price Based RSU Awards to a Participant, the Administrator shall
determine in each case the number of RSUs subject to the Award as of the date of
grant of the Award.  Each Award Notice with respect to a Profit Based
RSU Award shall specify (a) the Performance Period to which the Award relates,
(b) the applicable Cumulative Profit Sharing Pool Target Levels and Cash Hurdle,
(c) the number of RSUs subject to the Award as of the date of grant of the
Award, and (d) the Payout Structure and the Maximum Aggregate Payment Amount, if
any, applicable to the Award.  Each Award Notice with respect to a
Stock Price Based RSU Award shall specify (i) the Performance Period to which
the Award relates, (ii) the applicable Target Price, and (iii) the number of
RSUs subject to the Award as of the date of grant of the Award.  Each
Award Notice with respect to an NLTIP Award shall specify (A) the Performance
Period to which the Award relates, (B) the applicable Cash Hurdle, Target
EBITDAR Margin and Stretch EBITDAR Margin, and (C) the applicable Payout
Percentages set forth in Section 2.1(dd) hereof with respect to the Participant
applicable upon the date of grant of the Award.




V.  INDUSTRY
GROUP




5.1           Initial
Designation.  The Industry
Group shall consist of Alaska Air Group, Inc., AMR Corporation, Delta Air Lines,
Inc., Northwest Airlines Corporation, Southwest Airlines Co., UAL Corporation,
and US Airways Group, Inc.; provided, however, that (a) within 90 days after the
first day of each NLTIP Performance Period, the Committee may in its discretion
add any United States certificated scheduled mainline air carrier to, or remove
any such company from, the Industry Group for such Performance Period and (b)
the Industry Group for each NLTIP Performance Period shall be subject to
adjustment as provided in Section 5.2.




5.2           Adjustments
to the Industry Group During an NLTIP Performance Period.  Except as
provided in clause (a) of the proviso to Section 5.1, no company shall be added
to, or removed from, the Industry Group for an NLTIP Performance Period during
such period; provided, however, that a company shall be removed from the
Industry Group for an NLTIP Performance Period if (a) during such period, (i)
such company ceases to maintain publicly available statements of operations
prepared in accordance with GAAP, (ii) such company is not the surviving entity
in any merger, consolidation, or other non-bankruptcy reorganization (or
survives only as a subsidiary of an entity other than a previously wholly owned
subsidiary of such company), (iii) such company sells, leases, or exchanges all
or substantially all of its assets to any other person or entity (other than a
previously wholly owned subsidiary of such company), or (iv) such company is
dissolved and liquidated, or (b) more than 20% of such company’s revenues
(determined on a consolidated basis based on the regularly prepared and publicly
available statements of operations of such company prepared in accordance with
GAAP) for any fiscal year of such company that ends during such Performance
Period are attributable to the operation of businesses other than such company’s
airline business and such company does not provide publicly available statements
of operations with respect to its airline business that are separate from the
statements of operations provided with respect to its other
businesses.




VI.  AWARD
PAYMENTS




6.1           Determinations
and Certification by the Committee.  As soon as
administratively feasible after the end of each NLTIP Performance Period and
Stock Price Based RSU Performance Period, and as soon as administratively
feasible after the end of each Fiscal Year in a Profit Based RSU Performance
Period, as the case may be, the Committee shall determine whether the applicable
Performance Target for such Performance Period has been met (including, with
respect to a Profit Based RSU Performance Period, the Cumulative Profit Sharing
Pool Target Level, if any, that has been achieved) and whether any other
material terms relating to the payment of the related Awards have been
satisfied.  As soon as administratively feasible on or before each
Specified Payment Date under Section 6.2(b), the Committee shall determine
whether the Cash Hurdle for any Cash Hurdle Measurement Period related to such
date has been met.  The Committee’s determination as to whether the
applicable Performance Target for a Performance Period, the Cash Hurdle for a
Cash Hurdle Measurement Period and any other material terms relating to the
payment of the related Awards have been satisfied shall be certified by the
Committee in writing and delivered to the Secretary of the
Company.  For purposes of the preceding sentence, approved minutes of
the Committee meeting in which the certification is made shall be treated as a
written certification.  Notwithstanding the foregoing, each written
certification by the Committee under this Section 6.1 shall be made by a date
which will permit the Company to comply with the time of payment requirements of
Sections 6.2 and 6.3 (after giving effect to the provisions of Section
6.7).




6.2           Eligibility
for Payment of Awards.  Subject to the
delayed payment restrictions of Section 6.6, payments with respect to Awards
shall be made as follows:




(a)           NLTIP Awards and Stock Price
Based RSU Awards.  Upon the Committee’s written certification
in accordance with Section 6.1 that the applicable NLTIP Performance Target for
an NLTIP Performance Period or the applicable Stock Price Based RSU Performance
Target for a Stock Price Based RSU Performance Period and any other material
terms relating to the payment of the related Awards have been satisfied, each
Participant who has received an Award with respect to the relevant Performance
Period for which the related Performance Target and other material terms have
been satisfied, who has remained continuously employed by the Company from the
date he or she received such Award until the last day of such Performance Period
and who has not surrendered such Award to the Company shall be entitled to the
Payment Amount applicable to such Participant’s Award for such Performance
Period.  Except as provided in Section 6.3(a) and Section 6.4(a), if a
Participant’s employment with the Company terminates for any reason whatsoever
prior to the last day of an NLTIP Performance Period or Stock Price Based RSU
Performance Period, then such Participant shall not be entitled to receive any
payment under the Program with respect to his or her Award for such Performance
Period, unless otherwise determined by the Administrator or otherwise provided
in the Participant’s employment agreement with the Company.  Payment
of the amount to which a Participant becomes entitled pursuant to this Section
6.2(a) shall be made by the Company on or before (i) in the case of an NLTIP
Award, the 15th day of the third calendar month following the end of the
applicable Performance Period, and (ii) in the case of a Stock Price Based RSU
Award, the last day of the first calendar month following the end of the
applicable Performance Period.




(b)           Profit Based RSU
Awards.  If the Committee certifies in writing in accordance
with Section 6.1 that a Profit Based RSU Performance Target has been achieved as
of the last day of a Fiscal Year in a Profit Based RSU Performance Period, then
each Participant who has received an Award with respect to such Performance
Period for which the related Performance Target and other material terms
(including the relevant Cash Hurdle for the Cash Hurdle Measurement Period) have
been satisfied shall receive the following payments with respect to the
achievement of such Performance Target as of the last day of such Fiscal Year,
provided that such Participant remains continuously employed by the Company from
the date he or she received such Award until the date of payment specified
below:




(i)           on
the First Specified Payment Date for such Fiscal Year, a payment in an amount
equal to (A) one third of the number of RSUs subject to such Award as of such
Specified Payment Date multiplied by (B) the
Profit Based RSU Payment Percentage applicable to the Cumulative Profit Sharing
Pool Target Level achieved at the end of such Fiscal Year multiplied by (C) the
Market Value per Share as of such First Specified Payment Date;




(ii)           on
the Second Specified Payment Date for such Fiscal Year, a payment in an amount
equal to (A) one third of the number of RSUs subject to such Award as of such
Specified Payment Date multiplied by (B) the
Profit Based RSU Payment Percentage applicable to the Cumulative Profit Sharing
Pool Target Level achieved at the end of such Fiscal Year multiplied by (C) the
Market Value per Share as of such Second Specified Payment Date;
and




(iii)           on
the Third Specified Payment Date for such Fiscal Year, a payment in an amount
equal to (A) one third of the number of RSUs subject to such Award as of such
Specified Payment Date multiplied by (B) the
Profit Based RSU Payment Percentage applicable to the Cumulative Profit Sharing
Pool Target Level achieved at the end of such Fiscal Year multiplied by (C) the
Market Value per Share as of such Third Specified Payment Date.




Notwithstanding
the foregoing, if the Cash Hurdle for the relevant Profit Based RSU Performance
Period has not been achieved as of an applicable Specified Payment Date set
forth above and been certified by the Committee in writing in accordance with
Section 6.1, then such Specified Payment Date shall be deferred and shall be
deemed to occur on the next annual anniversary date of the original Specified
Payment Date for which the Committee certifies in writing in accordance with
Section 6.1 that such Cash Hurdle was achieved; provided, however, that if such
Cash Hurdle is not so achieved on or before the first day of the 87th month
following the end of the Fiscal Year to which such Specified Payment Date
relates (or if such Cash Hurdle is not so achieved on or before the first day of
the 99th month following the end of the Fiscal Year if such Specified Payment
Date relates to the Fiscal Year ending on December 31, 2006), then no payment
shall be made under this Section 6.2(b) for such Specified Payment Date with
respect to the related Profit Based RSU Award.  Except as provided in
Section 6.3(b) and Section 6.4(b), if a Participant’s employment with the
Company terminates for any reason whatsoever prior to a payment date specified
in this Section 6.2(b), then such Participant shall not be entitled to receive
any payment with respect to his or her Profit Based RSU Award for such payment
date or for any subsequent payment date, unless otherwise determined by the
Administrator or otherwise provided in the Participant’s employment agreement
with the Company.




Notwithstanding
the preceding provisions of this Section 6.2(b) or the provisions of Sections
6.3(b) and 6.4(b), in no event shall the aggregate payments under the Program to
a Participant with respect to an RSU subject to a Profit Based RSU Award for
which the Profit Based RSU Performance Period begins on or after January 1,
2009, exceed an amount equal to the Maximum Aggregate Payment Amount, if any,
applicable to such RSU.  To the extent that any payment provided under
the Program with respect to an RSU (determined without regard to the limitation
described in the preceding sentence) would, together with all prior payments
made with respect to such RSU, exceed the limitation described in the preceding
sentence, then such excess shall not be paid under the Program and the holder of
such RSU shall have no rights or entitlements to any such excess
amount.




6.3           Death, Disability or
Retirement.




(a)           NLTIP Awards and Stock Price
Based RSU Awards.  Except as provided in Section 6.4(a) and
except as specifically provided in a Participant’s employment agreement or
retirement agreement with the Company, if during an NLTIP Performance Period or
a Stock Price Based RSU Performance Period with respect to which a Participant
has received an Award, such Participant dies or becomes Disabled or Retires,
then as to such Participant only (i) the Administrator, with respect to each
Stock Price Based RSU Performance Period that began prior to the date of such
Participant’s death, Disability or Retirement and which has not ended as of such
date, shall as promptly as practicable determine whether the Market Value per
Share at any date during such Performance Period that is on or before the date
of such death, Disability or Retirement has been equal to or greater than the
Target Price with respect to such Performance Period (in which case the Stock
Price Based RSU Performance Target shall be deemed to have been met, as to such
Participant only), (ii) the Administrator, with respect to each NLTIP
Performance Period that began prior to the date of such Participant’s death,
Disability or Retirement and which has not ended as of such date, shall as
promptly as practicable determine (based on publicly available data with respect
to each NLTIP Performance Period that began prior to the date of such
Participant’s death, Disability or Retirement and which has not ended as of such
date) the Company’s EBITDAR Margin and the Entry EBITDAR Margin through the most
recent practicable date and the Company’s cash flow through the most recent
practicable date, and the Company’s resulting cash, cash equivalents and short
term investments, excluding restricted cash, cash equivalents and short term
investments at the most recent practicable date, and shall determine, based on
such data and publicly available data with respect to the companies contained in
the Industry Group (and, if deemed appropriate by the Administrator, annualizing
or otherwise making assumptions with respect to any relevant data), whether the
Company has achieved the relevant NLTIP Performance Target through such most
recent practicable date (and if so, the NLTIP Performance Target shall be deemed
to have been met, as to such Participant only), and (iii) the provisions of
Sections 6.1 and 6.2(a) shall cease to apply with respect to each such
Performance Period.  Except as provided in Section 6.4(a) and except
as specifically provided in a Participant’s employment agreement or retirement
agreement with the Company, with respect to each such Stock Price Based RSU
Performance Period that began prior to the date of such Participant’s death,
Disability or Retirement and which has not ended as of such date that the Market
Value per Share has been equal to or greater than the Target Price with respect
to such Performance Period as described in clause (i) of the preceding sentence,
such Participant (or, in the case of death, such Participant’s estate) shall (A)
receive a payment from the Company, within five business days after the
determination by the Administrator referred to in clause (i) of the foregoing
sentence (but in no event later than March 15 of the calendar year following the
calendar year in which occurred the Participant’s death, Disability or
Retirement), equal to the relevant Payment Amount applicable to such
Participant’s Stock Price Based RSU Award for such Stock Price Based RSU
Performance Period, and (B) not be entitled to any additional payment under the
program with respect to such Stock Price Based RSU Performance Period, and with
respect to each NLTIP Performance Period that began prior to the date of such
Participant’s death, Disability or Retirement and which has not ended as of such
date with respect to which the NLTIP Performance Target has been satisfied in
the manner described in clause (ii) of the preceding sentence, such Participant
(or, in the case of death, such Participant’s estate) shall (A) receive a
payment from the Company, within five business days after the determination by
the Administrator referred to in clause (ii) of the foregoing sentence (but in
no event later than March 15 of the calendar year following the calendar year in
which occurred the Participant’s death, Disability or Retirement), equal to the
relevant Payment Amount applicable to such Participant’s NLTIP Award for such
NLTIP Performance Period multiplied by a fraction, the numerator of which is the
number of days during the period beginning on the date of such Participant’s
commencement of participation in the Program for such NLTIP Performance Period
and ending on the date such Participant died, became Disabled or Retired, and
the denominator of which is the number of days in the entire NLTIP Performance
Period, and (B) not be entitled to any additional payment under the Program with
respect to such NLTIP Performance Period.




(b)           Profit Based RSU
Awards.




(i)  Awards with a Profit Based
RSU Performance Period that began prior to January 1,
2008.  The provisions of this Section 6.3(b)(i) shall apply
only to Profit Based RSU Awards with respect to which the Profit Based RSU
Performance Period began prior to January 1, 2008.  Except as provided
in Section 6.4(b) and except as specifically provided in a Participant’s
employment agreement or retirement agreement with the Company, if during a
Profit Based RSU Performance Period with respect to which a Participant has
received an Award (or after such Performance Period has ended but prior to the
date such Participant has received all payments to which such Participant may
have otherwise been entitled to under Section 6.2(b) if such Participant had
continued to be employed by the Company), such Participant dies or becomes
Disabled or Retires, then, as to such Participant only, such Participant shall
receive payments in the amounts and at the times specified in Section 6.2(b)
determined as if such Participant had remained continuously employed by the
Company until the applicable payment date, except that:




(A)           each
such payment shall be multiplied by a fraction, the numerator of which is the
number of days during the period beginning on the date of such Participant’s
commencement of participation in the Program for the relevant Profit Based RSU
Performance Period and ending on the date such Participant died, became Disabled
or Retired, and the denominator of which is the number of days in the period
beginning on the first day of the relevant Profit Based RSU Performance Period
and ending on the date of the applicable payment under Section 6.2(b);
and




(B)           no
payments shall be made to or for the benefit of such Participant with respect to
any Profit Based RSU Performance Target that is achieved with respect to a
Fiscal Year that begins after the date of such Participant’s death, Disability
or Retirement.




Notwithstanding
the foregoing, except as specifically provided in a Participant’s employment
agreement or retirement agreement with the Company, (1) if a Change in Control
occurs after the date of such Participant’s death, Disability or Retirement,
then each payment to which such Participant may still be entitled to pursuant to
the preceding provisions of this Section 6.3(b)(i) as of the date of such Change
in Control that has not previously been paid to such Participant shall be paid
to such Participant within five business days after the date of such Change in
Control, and (2) each such payment shall be determined in the manner described
in such provisions, except that (x) the denominator of the fraction described in
clause (A) above shall be determined based upon the earliest date after such
Change in Control on which such payment could have otherwise been paid under
Section 6.2(b) and (y) the amount of such payment shall be based on the Market
Value per Share as of the date of such Change in Control (rather than as of the
date specified in Section 6.2(b)).




(ii)  Awards with a Profit Based
RSU Performance Period that began on or after January 1,
2008.  The provisions of this Section 6.3(b)(ii) shall apply
only to Profit Based RSU Awards with respect to which the Profit Based RSU
Performance Period began on or after January 1, 2008.  Except as
provided in Section 6.4(b) and except as specifically provided in a
Participant’s employment agreement or retirement agreement with the Company, if
during a Profit Based RSU Performance Period with respect to which a Participant
has received an Award (or after such Performance Period has ended but prior to
the date such Participant has received all payments to which such Participant
may have otherwise been entitled to under Section 6.2(b) if such Participant had
continued to be employed by the Company), such Participant dies or becomes
Disabled or Retires, then, as to such Participant only, such Participant shall
receive a payment on the Applicable Specified Payment Date (as defined below) in
an amount equal to the aggregate remaining individual payments (each, an
“Individual Payment”) that such Participant would have otherwise received with
respect to such Award pursuant to the provisions of Section 6.2(b) determined as
if such Participant had remained continuously employed by the Company until the
applicable payment date and assuming that the Cash Hurdle applicable to each
such Individual Payment was achieved at the earliest relevant time, except
that:




(A)           each
such Individual Payment shall be multiplied by a fraction, the numerator of
which is the number of days during the period beginning on the date of such
Participant’s commencement of participation in the Program for the relevant
Profit Based RSU Performance Period and ending on the date such Participant
died, became Disabled or Retired, and the denominator of which is the number of
days in the period beginning on the first day of the relevant Profit Based RSU
Performance Period and ending on the earliest date after the date such
Participant died, became Disabled or Retired as of which payment of such
Individual Payment could have been made under Section 6.2(b) (determined based
upon the assumption that the Cash Hurdle applicable to such payment was
satisfied); and




(B)           no
payments shall be made to or for the benefit of such Participant with respect to
any Profit Based RSU Performance Target that is achieved with respect to a
Fiscal Year that begins after the date of such Participant’s death, Disability
or Retirement.




For
purposes of the preceding sentence, the “Applicable Specified Payment Date”
means, with respect to each relevant Profit Based RSU Performance Period, the
Specified Payment Date next occurring (and for which the Cash Hurdle was
actually achieved) with respect to such Performance Period after the Fiscal Year
in which the Participant died, became Disabled or Retired.




Notwithstanding
the foregoing, except as specifically provided in a Participant’s employment
agreement or retirement agreement with the Company, (1) if a Change in Control
occurs after the date of such Participant’s death, Disability or Retirement,
then each payment to which such Participant may still be entitled to pursuant to
the preceding provisions of this Section 6.3(b)(ii) as of the date of such
Change in Control that has not previously been paid to such Participant shall be
paid to such Participant within five business days after the date of such Change
in Control, and (2) each such payment shall be determined in the manner
described in such provisions, except that the amount of such payment shall be
based on the Market Value per Share as of the date of such Change in Control
(rather than as of the date specified in Section 6.2(b)).




6.4           Change in
Control.




(a)           NLTIP Awards and Stock Price
Based RSU Awards.  Upon the occurrence of a Change in Control,
with respect to each Participant who is employed by the Company on the day
immediately preceding the date of such Change in Control (or whose employment is
terminated in connection therewith or in contemplation thereof), (i) the NLTIP
Performance Targets and the Stock Price Based RSU Performance Targets, including
achievement of the Stretch EBITDAR Margin, for each relevant Performance Period
that began prior to the date of such Change in Control and which has not ended
as of such date shall be deemed to have been satisfied, and (ii) the provisions
of Sections 6.1, 6.2(a) and 6.3(a) shall cease to apply with respect to each
such Performance Period.




If a
Change in Control occurs and thereafter (or in connection therewith or in
contemplation thereof) during a Stock Price Based RSU Performance Period
described in the first paragraph of this Section 6.4(a) a Participant who has
received a Stock Price Based RSU Award with respect to such Stock Price Based
RSU Performance Period suffers a Qualifying Event or subsequent to the Change in
Control dies, becomes Disabled, or Retires, then, with respect to each such
Stock Price Based RSU Performance Period, such Participant (or, in the case of
death, such Participant’s estate) shall (i) within five business days after the
occurrence of the Qualifying Event, death, Disability or Retirement, receive a
payment from the Company equal to the Payment Amount applicable to such
Participant’s Stock Price Based RSU Award for such Stock Price Based RSU
Performance Period, and (ii) not be entitled to any additional payment under the
Program with respect to such Stock Price Based RSU Performance
Period.




If a
Change in Control occurs during an NLTIP Performance Period, then, on or before
the Applicable Payment Date (as defined below) following the end of each
calendar year in such NLTIP Performance Period ending on or after the date of
such Change in Control, each Retirement Eligible Participant (as defined below)
with respect to such calendar year who has received an NLTIP Award with respect
to such NLTIP Performance Period shall receive a payment from the Company equal
to (i) the Payment Amount applicable to such Participant’s NLTIP Award for such
NLTIP Performance Period (determined as if such Participant had Retired on the
last day of such calendar year) multiplied by a fraction, the numerator of which
is the number of days during the period beginning on the date of such
Participant’s commencement of participation in the Program for such NLTIP
Performance Period and ending on the last day of such calendar year, and the
denominator of which is the number of days in the entire NLTIP Performance
Period, minus (ii) the aggregate payments, if any, made to such Participant
pursuant to this paragraph with respect to prior calendar years.  For
purposes of the preceding sentence, (A) the “Applicable Payment Date” with
respect to a calendar year shall mean the fifteenth day of the third calendar
month following the end of such year (or, in the case of the last calendar year
in an NLTIP Performance Period, such term shall mean the fifth business day
after the end of such year), and (B) a Participant shall be considered a
“Retirement Eligible Participant” with respect to a calendar year if such
Participant was eligible to Retire during such year and did not suffer a
Qualifying Event, die, become Disabled or Retire during such year.




If a
Change in Control occurs and thereafter (or in connection therewith or in
contemplation thereof) during an NLTIP Performance Period described in the first
paragraph of this Section 6.4(a) a Participant who has received an NLTIP Award
with respect to such NLTIP Performance Period suffers a Qualifying Event or
subsequent to the Change in Control dies, becomes Disabled, or Retires, then,
with respect to each such NLTIP Performance Period, such Participant (or, in the
case of death, such Participant’s estate) shall (i) within five business days
after the occurrence of the Qualifying Event, death, Disability or Retirement,
receive a payment from the Company equal to (A) the Payment Amount applicable to
such Participant’s NLTIP Award for such NLTIP Performance Period multiplied by a
fraction, the numerator of which is the number of days during the period
beginning on the date of such Participant’s commencement of participation in the
Program for such NLTIP Performance Period and ending on the date such
Participant died, became Disabled, Retired or suffered the Qualifying Event, and
the denominator of which is the number of days in the entire NLTIP Performance
Period, minus (B) the aggregate payments, if any, made or payable to such
Participant pursuant to the third paragraph of this Section 6.4(a) with respect
to calendar years that ended prior to the date of such Participant’s Qualifying
Event, death, Disability or Retirement, and (ii) not be entitled to any
additional payment under the Program with respect to such NLTIP Performance
Period (other than any unpaid amount owed to such Participant pursuant to the
third paragraph of this Section 6.4(a) with respect to a calendar year that
ended prior to the date of such Participant’s Qualifying Event, death,
Disability or Retirement).




If a
Change in Control occurs and a Participant who has received an Award with
respect to an NLTIP Performance Period or a Stock Price Based RSU Performance
Period described in the first paragraph of this Section 6.4(a) did not die,
become Disabled, Retire or suffer a Qualifying Event during such Performance
Period and such Participant remained continuously employed by the Company from
the date he or she received such Award until the last day of such Performance
Period, then, with respect to each such Performance Period, such Participant
shall receive a payment from the Company within five business days after the
last day of such Performance Period in an amount equal to (i) the Payment Amount
applicable to such Participant’s Award for such Performance Period, minus (ii)
in the case of an Award with respect to an NLTIP Performance Period, the
aggregate payments, if any, made or payable to such Participant pursuant to the
third paragraph of this Section 6.4(a) with respect to such Award.




(b)           Profit Based RSU
Awards.  Upon the occurrence of a Change in Control, (i) the
Cash Hurdle for each Profit Based RSU Performance Period that began prior to the
date of such Change in Control and for which a potential for payment under
Sections 6.2(b) or 6.3(b) exists as of the date of such Change in Control shall
be deemed to have been satisfied, and (ii) the Profit Based RSU Performance
Targets for each Profit Based RSU Performance Period that began prior to the
date of such Change in Control and which has not ended as of such date shall be
deemed to have been satisfied for the Fiscal Year in which the Change in Control
occurs at the Cumulative Profit Sharing Pool Target Level specified by the
Committee for purposes of this Section 6.4(b) at the time of grant of the
related Award (provided that this clause (ii) shall not be applicable with
respect to any such Profit Based RSU Performance Period if such Profit Based RSU
Performance Target was satisfied in a Fiscal Year that ended prior to the Fiscal
Year in which such Change in Control occurs at such Cumulative Profit Sharing
Pool Target Level or a higher level).  Notwithstanding any provision
in the Program to the contrary, upon the occurrence of a Change in Control, no
Profit Based RSU Performance Target may be achieved with respect to a Fiscal
Year that begins after the date of such Change in Control, and no payments shall
be made to or for the benefit of any Participant with respect to any Profit
Based RSU Performance Target that would have otherwise been achieved for any
such Fiscal Year.




If a
Change in Control occurs, then the provisions of Sections 6.2(b) and 6.3(b)
shall continue to apply to the Profit Based RSU Performance Periods described in
the preceding paragraph with the following modifications:




(i)           certification
by the Committee under Section 6.1 of the achievement of the relevant Profit
Based RSU Performance Target and Cash Hurdle shall not be required;




(ii)           the
Payment Amount described in Section 6.2(b) as of each applicable Specified
Payment Date that occurs after the date of such Change in Control shall be based
on the Market Value per Share as of the date of such Change in Control (rather
than the Market Value per Share as of such Specified Payment Date);
and




(iii)           if
after such Change in Control (or in connection therewith or in contemplation
thereof) and prior to receiving all payments pursuant to Section 6.2(b) with
respect to such Profit Based RSU Performance Periods a Participant who has
received a Profit Based RSU Award with respect to such Profit Based RSU
Performance Periods suffers a Qualifying Event or subsequent to the Change in
Control dies, becomes Disabled, or Retires, then such Participant (or, in the
case of death, such Participant’s estate) shall (A) within five business days
after the occurrence of the Qualifying Event, death, Disability or Retirement,
receive a payment from the Company equal to the aggregate of such remaining
Payment Amounts, and (B) not be entitled to any additional payment under the
Program with respect to such Payment Amounts; provided, however, that if a
Participant who has received a Profit Based RSU Award with respect to such
Profit Based RSU Performance Periods is eligible to Retire as of the date of
such Change in Control or continues in employment with the Company after such
Change in Control until the date such Participant first becomes eligible to
Retire, and if such Participant does not suffer a Qualifying Event, die, become
Disabled or Retire prior to such Participant’s Applicable Retirement Date (as
defined below), then the payments described in the preceding provisions of this
clause (iii) shall not be made following such Participant’s Retirement as
provided above, but, rather, shall be made on or before the March 15 that next
follows such Participant’s Applicable Retirement Date.




For
purposes of clause (iii) of the preceding sentence, a Participant’s “Applicable
Retirement Date” is the date that is five business days before March 15 of the
calendar year next following the later of (x) the calendar year in which such
Change in Control occurs or (y) the calendar year in which such Participant
first became eligible to Retire.




6.5           Form of
Payment of Awards.  All payments to
be made under the Program to a Participant with respect to an Award shall be
paid in a single lump sum payment in cash; provided, however, that, to the
extent permitted and subject to any limitations under the Incentive Plan 2000
and applicable laws and securities exchange rules, the Committee may, in its
sole discretion, direct that payment of Profit Based RSU Awards and/or Stock
Price Based RSU Awards be made either (a) in shares of Company Stock, but if and
only if at the time of payment the Company has an effective registration
statement under the Securities Act of 1933, as amended, covering the issuance of
Company Stock under the Program, or (b) in a combination of cash and/or shares
of Company Stock.  If the Committee elects to direct the Company to
pay all or a portion of a payment due for Profit Based RSU Awards or Stock Price
Based RSU Awards in shares of Company Stock, then:




(i)           in
the case of RSUs granted prior to January 1, 2007, the number of shares of
Company Stock shall be determined by dividing the amount of such payment to be
paid in shares of Company Stock by the Market Value per Share as of the date of
the particular payment with respect to such Award (or, in the case of Stock
Price Based RSU Awards, as of the date used to determine the Payment Amount with
respect to such payment), and rounding such number down to the nearest whole
share;




(ii)           in
the case of Stock Price Based RSU Awards granted on or after January 1,
2007, the number of shares of Company Stock shall be equal to the number of RSUs
subject to the Award that are to be so paid in Company Stock; and




(iii)           in
the case of Profit Based RSU Awards granted on or after January 1, 2007, the
number of shares of Company Stock shall be determined by multiplying (A) one
third of the number of RSUs subject to such Award that are to be so paid in
Company Stock by (B) the Profit Based RSU Payment Percentage applicable to the
Cumulative Profit Sharing Pool Target Level achieved with respect to the payment
to be made in shares on the Specified Payment Date, rounding such number of
shares down to the nearest whole share.




Notwithstanding
the preceding provisions of this Section 6.5, if a payment to be made under the
Program to a Participant with respect to a Profit Based RSU Award is limited due
to the application of the Program limitations relating to the Maximum Aggregate
Payment Amount, then such payment may not be made in shares of Company
Stock.




6.6           Delayed
Payment Restriction.  With respect to a
Participant who is identified as a specified employee (within the meaning of
Section 409A(a)(2)(B)(i) of the Code and as determined by the Company in
accordance with any of the methods permitted under the regulations issued under
Section 409A of the Code) and who is to receive a payment hereunder (which
payment is not a “short-term deferral” for purposes of Section 409A of the Code)
on account of such Participant’s separation from service (within the meaning of
Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance
thereunder, but excluding a separation from service by reason of death or
Disability), the payment to such Participant shall not be made prior to the
earlier of (a) the date that is six months after the Participant’s termination
of employment or (b) the date of death of the Participant.  In such
event, any payment to which the Participant would have otherwise been entitled
during the first six months following the Participant’s termination of
employment (or, if earlier, prior to the Participant’s date of death) shall be
accumulated and paid in the form of a single lump sum payment to the Participant
on the date that is six months after the Participant’s termination of employment
or to the Participant’s estate on the date of the Participant’s death, as
applicable.




6.7           Time of
Payment Obligations.  Any obligation
hereunder to make a payment on a specified date shall be deemed to have been
satisfied in the event that such payment is made within five business days after
such specified date; provided, however, that, with respect to a payment that is
intended to qualify as a “short-term deferral” under Section 409A of the Code,
in no event shall such payment be made later than the date required in order for
such payment to so qualify.




VII.  TERMINATION AND AMENDMENT OF
PROGRAM




7.1           Termination
and Amendment.  Subject to the
terms of this Section 7.1, the Committee may amend the Program at any time and
from time to time, and the Committee may at any time terminate the Program (in
its entirety or as it applies to one or more specified Subsidiaries) with
respect to Performance Periods that have not commenced as of the date of such
Committee action; provided, however, that, (a) except as provided in the
following sentence, the Program may not be amended in a manner that would impair
the rights of any Participant with respect to any outstanding Award without the
consent of such Participant, and (b) to the extent required by Section 409A of
the Code, the Program may not be amended or terminated in a manner that would
give rise to an impermissible acceleration of the time or form of a payment of a
benefit under the Program pursuant to Section 409A(a)(3) of the Code and any
regulations or guidance issued thereunder.  Notwithstanding anything
in the Program or an Award Notice to the contrary, if the Committee determines
that the terms of the Program and/or any Award Notice do not, in whole or in
part, satisfy the requirements of Section 409A of the Code (or the requirements
for an exemption to the application of Section 409A of the Code), then the
Committee, in its sole discretion, may unilaterally modify the Program and any
such Award Notice in such manner as it deems appropriate to comply with such
section and any regulations or guidance issued thereunder (or to qualify for an
exemption to the application of such section).  No Participant’s
participation herein may be terminated in contemplation of or in connection with
a Change in Control.  The Program may not be amended or terminated in
contemplation of or in connection with a Change in Control unless adequate and
effective provision for the making of all payments otherwise payable pursuant to
Section 6.4 of the Program (as in effect on the date of the adoption of this
amendment and restatement of the Program by the Committee) with respect to such
Change in Control shall be made in connection with any such amendment or
termination.  The Committee shall remain in existence after the
termination of the Program for the period determined necessary by the Committee
to facilitate the termination of the Program and the payment of any outstanding
Awards hereunder, and all provisions of the Program that are necessary, in the
opinion of the Committee, for equitable operation of the Program during such
period shall remain in force.




VIII.  MISCELLANEOUS
PROVISIONS




8.1           No Effect
on Employment Relationship.  Except as
expressly provided otherwise herein, for all purposes of the Program, a
Participant shall be considered to be in the employment of the Company as long
as he or she has not incurred a separation from service with the Company and its
affiliates within the meaning of Section 409A(a)(2)(A)(i) of the Code and
applicable administrative guidance issued thereunder; provided, however, that
whether such a separation from service has occurred shall be determined based
upon a reasonably anticipated permanent reduction in the level of bona fide
services to be performed to no more than 20% (or 49% if the Participant will no
longer serve as an officer of the Company) of the average level of bona fide
services provided in the immediately preceding 36 months.  Nothing in
the adoption of the Program, the grant of Awards, or the payment of amounts
under the Program shall confer on any person the right to continued employment
by the Company or any Subsidiary or affect in any way the right of the Company
(or a Subsidiary, if applicable) to terminate such employment at any
time.  Unless otherwise provided in a written employment agreement,
the employment of each Participant shall be on an at-will basis, and the
employment relationship may be terminated at any time by either the Participant
or the Participant’s employer for any reason whatsoever, with or without
cause.  Any question as to whether and when there has been a
termination of a Participant’s employment for purposes of the Program, and the
reason for such termination, shall be determined solely by and in the discretion
of the Administrator, and its determination shall be final, binding, and
conclusive on all parties.




8.2           Prohibition
Against Assignment or Encumbrance.  No Award or other
right, title, interest, or benefit hereunder shall ever be assignable or
transferable, or liable for, or charged with any of the torts or obligations of
a Participant or any person claiming under a Participant, or be subject to
seizure by any creditor of a Participant or any person claiming under a
Participant.  No Participant or any person claiming under a
Participant shall have the power to anticipate or dispose of any Award or other
right, title, interest, or benefit hereunder in any manner until the same shall
have actually been distributed free and clear of the terms of the
Program.  Payments with respect to an Award shall be payable only to
the Participant (or (a) in the event of a Disability that renders such
Participant incapable of conducting his or her own affairs, any payment due
under the Program to such Participant shall be made to his or her duly appointed
legal representative and (b) in the event of the death of a Participant, any
payment due under the Program to such Participant shall be made to his or her
estate). Notwithstanding the preceding provisions of this paragraph, the
Administrator shall comply with the terms of any qualified domestic relations
order (as defined in the Incentive Plan 2000) providing for the transfer or
assignment of all or any portion of a Participant’s interest under the
Program.  The provisions of the Program shall be binding on all
successors and permitted assigns of a Participant, including without limitation
the estate of such Participant and the executor, administrator or trustee of
such estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.




8.3           Unfunded,
Unsecured Program.  The Program shall
constitute an unfunded, unsecured obligation of the Company to make payments of
incentive compensation to certain individuals from its general assets in
accordance with the Program.  Each Award granted under the Program
merely constitutes a mechanism for measuring such incentive compensation and
does not constitute a property right or interest in the Company, any Subsidiary,
or any of their assets.  Neither the establishment of the Program, the
granting of Awards, nor any other action taken in connection with the Program
shall be deemed to create an escrow or trust fund of any kind.




8.4           No Rights
of Participant.  No Participant
shall have any security or other interest in any assets of the Company or any
Subsidiary or in Company Stock as a result of participation in the Program
(except after payment thereof to the Participant).  Participants and
all persons claiming under Participants shall rely solely on the unsecured
promise of the Company set forth herein, and nothing in the Program, an Award or
an Award Notice shall be construed to give a Participant or anyone claiming
under a Participant any right, title, interest, or claim in or to any specific
asset, fund, entity, reserve, account, or property of any kind whatsoever owned
by the Company or any Subsidiary or in which the Company or any Subsidiary may
have an interest now or in the future; but each Participant shall have the right
to enforce any claim hereunder in the same manner as a general
creditor.  Neither the establishment of the Program nor participation
hereunder shall create any right in any Participant to make any decision, or
provide input with respect to any decision, relating to the business of the
Company or any Subsidiary.




8.5           Tax
Withholding.  The Company and
the Subsidiaries shall deduct and withhold, or cause to be withheld, from a
Participant’s payment, including the delivery of Company Stock, made under the
Program, or from any other payment to such Participant, an amount necessary to
satisfy any and all tax withholding obligations arising under applicable local,
state, federal, or foreign laws associated with such payment.  The
Company and the Subsidiaries may take any other action as may in their opinion
be necessary to satisfy all obligations for the payment and withholding of such
taxes.




8.6           No Effect
on Other Compensation Arrangements.  Nothing contained
in the Program or any Participant’s Award or Award Notice shall prevent the
Company or any Subsidiary from adopting or continuing in effect other or
additional compensation arrangements affecting any
Participant.  Nothing in the Program shall be construed to affect the
provisions of any other compensation plan or program maintained by the Company
or any Subsidiary.




8.7           Subsidiaries.The Company may
require any Subsidiary employing a Participant to assume and guarantee the
Company’s obligations hereunder to such Participant, either at all times or
solely in the event that such Subsidiary ceases to be a Subsidiary.




8.8           Governing
Law.  The Program shall
be construed in accordance with the laws of the State of Texas.




*******







IN WITNESS WHEREOF, the
undersigned officer of the Company acting pursuant to authority granted to him
by the Committee has executed this instrument on February 18, 2009, to be
effective as of January 1, 2009.




CONTINENTAL AIRLINES,
INC.











By:           /s/ Jeffery A.
Smisek


Jeffery A. Smisek


President and Chief Operating
Officer