f123108form10k1014a.htm


    
      

    


    Exhibit
10.14(a)

    PROFIT
BASED RSU AWARD NOTICE

    to
[Name]

    


    Pursuant
to the Continental Airlines, Inc.

    Long
Term Incentive and RSU Program

    


    Performance
Period __________ to ____________

    


    This
document constitutes your Award Notice with respect to a Profit Based RSU Award
as a Participant under the Continental Airlines, Inc. Long Term Incentive and
RSU Program (as amended from time to time, the “Program”) adopted under the
Continental Airlines, Inc. Incentive Plan 2000 (as amended from time to time,
the “Incentive Plan 2000”).  This Award Notice evidences your receipt
of a Profit Based RSU Award under the Program, as follows:

    


    (a)           Number of RSUs.  The
number of RSUs subject to this Profit Based RSU Award is _______________.

    


    (b)           Performance
Period.  This Profit Based RSU Award is with respect to the
Profit Based RSU Performance Period commencing on __________ and ending on
_____________.

    


    (c)           Performance Target and Cash
Hurdle.  The Performance Target applicable to this Profit Based
RSU Award is satisfied when (1) a Cumulative Profit Sharing Pool Target is
achieved for a particular Fiscal Year and (2) the Financial Performance Hurdle
is achieved for such Fiscal Year.  The Cumulative Profit Sharing Pool
Target Level(s) applicable to this Profit Based RSU Award are as
follows:

    


    [Level
One:                                $__________
(*)]

    


    [*The
Committee shall establish the Cumulative Profit Sharing Pool Target Levels in
accordance with the terms of the Program at the time of the Award.]

    


    The Cash
Hurdle applicable to this Profit Based RSU Award is $_____________.

    


    The
Cumulative Profit Sharing Pool Target Level that shall be deemed to have been
achieved upon a Change in Control for purposes of Section 6.4(b) of the Program
is Level ____ for this Profit Based RSU Award.

    


    (d)           Payout
Structure.  The Payout Structure applicable to this Profit
Based RSU Award is as follows:

    


    
      	
              Cumulative
      Profit Sharing Pool

              Target Level Achieved

            	
              Profit
      Based RSU Payment Percentage (which is the percentage of RSUs for
      which

              payments may be made)

            
	
              [Level
      One]

            	
              [X
      % (**)]

            


    

    [**The
Committee shall determine the Profit Based RSU Payment Percentage applicable to
each Cumulative Profit Sharing Pool Target Level achieved in accordance with the
terms of the Program at the time of the Award.]

    


    The
Cumulative Profit Sharing Pool Target Level achieved, if any, is determined at
the end of each Fiscal Year during the Profit Based RSU Performance
Period.  The Cumulative Profit Sharing Pool Target Level achieved
determines the applicable Profit Based RSU Payment Percentage.  If
more than one Cumulative Profit Sharing Pool Target Level has been established
for this Profit Based RSU Award, the Profit Based RSU Payment Percentage for
achieving a target level will be reduced by the Profit Based RSU Payment
Percentage applicable to the highest Cumulative Profit Sharing Pool Target
Level, if any, achieved for any prior Fiscal Year in the Performance
Period.  [For example _________________ (***)] [***An example of the
calculation of the applicable Profit Based RSU Payment Percentage will be
included if more than one Cumulative Profit Sharing Pool Target Level is
established by the Committee.]

    


    (e)           Award
Payments.  Prior to any payment under the Program, the Human
Resources Committee (the “Committee”) must (with limited exceptions) certify in
writing that the Performance Target for a Fiscal Year within the Performance
Period has been achieved, and that the Cash Hurdle for the Cash Hurdle
Measurement Period and any other material terms relating to payment have been
satisfied.  If the Committee determines that the Performance Target or
Cash Hurdle for a Fiscal Year was not achieved, there will be no payment for
such Fiscal Year with respect to this Award.

    


    Payments
with respect to achieving a Performance Target will be made in three
installments - ___ months, ___months and ___months following the end of the
Fiscal Year in which the Performance Target was achieved
(****).  [****The payment dates will be established in accordance with
the terms of the Program at the time of the Award.]  The Payment
Amount payable on such dates with respect to the achievement of a Performance
Target will be equal to one third of the number of Profit Based RSUs subject to
this Profit Based RSU Award multiplied by the applicable Profit Based RSU
Payment Percentage (determined based on the Cumulative Profit Sharing Pool
Target Level achieved) multiplied by the Market Value per Share on the payment
date (the average closing sales price of a share of Company Stock over the
20-consecutive Trading Days immediately preceding such payment date or, in the
event of a Change in Control, immediately preceding the date of the Change in
Control).  [Notwithstanding the foregoing, in no event will the
aggregate payments under the Program with respect to an RSU subject to this
Profit Based RSU Award exceed an amount equal to $_____ (the “Maximum Aggregate
Payment Amount,” which amount is subject to adjustment as provided in the
Program). (*****)] [*****The Maximum Aggregate Payment Amount will be included
if established by the Committee in accordance with the terms of the Program at
the time of the Award.]

    


    If the
Company does not achieve the Cash Hurdle applicable to a payment date, the
payment will be deferred to the next payment date (March 1st of the following
year, subject to a limit on the number of years payments may be carried
forward).  If the Cash Hurdle is not satisfied for such subsequent
payment date, there will be no payment with respect to this Award.  If
the Cash Hurdle is satisfied, [then, subject to the Maximum Aggregate Payment
Amount limitation (*****),] the Payment Amount will be paid on such date based
on the Market Value per Share at the time of payment.

    


    Receipt
of a Payment Amount is also conditioned on your continuous employment with the
Company through the applicable payment date (with limited exceptions for certain
terminations of employment, such as death, Disability, Retirement and a
Qualifying Event suffered in connection with a Change in Control).  A
Payment Amount may be pro-rated as provided in the Program under certain
circumstances.

    


    (f)           General.  Capitalized
terms used in this Award Notice are defined in the Program, and your
participation is subject to the terms of the Program and the Incentive Plan
2000.  The Program and the Incentive Plan 2000 are hereby incorporated
into this Award Notice by reference.  The Company shall have the right
to make deductions from Payment Amounts to satisfy withholding of any taxes
required by law and may take any other action as may be necessary or appropriate
to satisfy any such tax withholding obligations.

    


    If you
have any questions, or wish to obtain a copy of the Program or the Incentive
Plan 2000, please contact [____].

    


    CONTINENTAL
AIRLINES, INC.

    


    


    


    By:                                                                

         [Officer
/ Title]