f123108form10kexh1018.htm


    
      

    


    


     

    Exhibit
10.18

     

     

    CONTINENTAL
AIRLINES, INC.

     

     

    Non-Employee
Director Compensation Summary

     

     

    Effective
February 18, 2009, members of our board of directors who are not full-time
employees of Continental Airlines, Inc. receive the following
compensation:

     

     

    
      	
              ·  

            	
              $25,000
      per year, plus an additional annual fee
of:

            


    

     

     

    
      	
              §  

            	
              $40,000
      for the chairperson of the Audit
Committee;

            


    

     

     

    
      	
              §  

            	
              $20,000
      for the chairperson of the Corporate Governance Committee and Human
      Resources Committee;

            


    

     

     

    
      	
              §  

            	
              $25,000
      for members of the Audit Committee (other than the
      chairperson);

            


    

     

     

    
      	
              §  

            	
              $15,000
      for members of the Human Resources Committee (other than members who
      receive an additional fee for service as the chairperson of a
      committee);

            


    

     

     

    
      	
              ·  

            	
              $1,400
      ($2,100 for the chairperson) for each board and committee meeting
      physically attended (other than an Audit Committee
    meeting);

            


    

     

     

    
      	
              ·  

            	
              $2,000
      ($3,000 for the chairperson) for each Audit Committee meeting physically
      attended;

            


    

     

     

    
      	
              ·  

            	
              $700
      for each board meeting attended by
telephone;

            


    

     

     

    
      	
              ·  

            	
              $350
      for each committee meeting attended by telephone ($500 for each Audit
      Committee meeting attended by
telephone);

            


    

     

     

    
      	
              ·  

            	
              stock
      options to purchase 7,500 shares of common stock at the grant date fair
      market value following each annual stockholders meeting and upon election
      to the board if they are first elected to the board other than at an
      annual stockholders meeting;

            


    

     

     

    
      	
              ·  

            	
              lifetime
      flight benefits, comprised of space-available personal and family flight
      passes, a travel card permitting positive space travel by the director,
      the director's family and certain other individuals (which is taxable to
      the director, subject to the reimbursement of certain of such taxes by the
      company), frequent flyer cards, airport lounge cards and airport parking
      where available to Continental at no incremental
  cost;

            


    

     

     

    
      	
              ·  

            	
              limited
      flight benefits for the surviving spouse for a period of ten years
      following a director’s death; and

            


    

     

     

    
      	
              ·  

            	
              $2,500
      as compensation for time spent on orientation matters in connection with a
      director’s first election to the Board of Directors or the director’s
      appointment to a committee of the Board on which he or she has not
      recently served.

            


    

     

     

    In
addition, non-employee directors who conduct Continental business in their
capacities as directors on Continental's behalf at the request of the board or
the Chairman of the Board are paid (i) for telephone participation in board
and committee meetings as if they were physically present, if their conducting
that business makes it impractical for them to attend the meeting in person, and
(ii) $3,000 per day spent outside the United States while conducting that
business.

     

     

    All
directors, including those who are full-time employees who serve as directors,
receive reimbursement of expenses incurred in attending meetings. Directors also
receive travel privileges on some other airlines through arrangements entered
into between Continental and such airlines.