Exhibit
10.1




CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT




THIS
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (“Agreement”) is made and entered
into as of the 23rd day of April, 2009 (the “Effective Date”) by and between
Continental Airlines, Inc., a Delaware corporation, (“Company”) and Jeffery A.
Smisek (“Executive”).  Company and Executive may sometimes be referred
to herein collectively as the “Parties” and individually as a
“Party.”




RECITALS:




WHEREAS,
Company has entered into framework agreements with United, Lufthansa and Air
Canada, pursuant to which Company plans to develop an extensive alliance
relationship;




WHEREAS,
Company has received tentative approval of its application with the U.S.
Department of Transportation (“DOT”) for approval to join United and a group of
eight other carriers within the Star Alliance that already hold antitrust
immunity and final approval by the DOT would enable Company and the immunized
Star Alliance carriers to work closely together to deliver highly competitive
international flight schedules, fares and service;




WHEREAS,
Company, United, Lufthansa and Air Canada additionally have requested DOT
approval to establish a trans-Atlantic joint venture to create a more efficient
and comprehensive trans-Atlantic network (together with the framework agreements
and the antitrust immunity, “Project Star Alliance”);




WHEREAS,
Project Star Alliance will involve highly confidential negotiations that could
be disrupted should there be any distribution outside of Company of confidential
information pertaining to these negotiations;




WHEREAS,
Company anticipates that as a result of Project Star Alliance and upon receipt
of final antitrust immunity from DOT, Company will generate, distribute within
the alliance and receive competitively sensitive and highly confidential
information, including information from allied entities, and such information
will necessarily require protection from disclosure for both business purposes
and compliance with legal agreements;




WHEREAS,
it is the intention of Company to involve Executive in Project Star Alliance,
and in the management and performance evaluation of any resulting
alliances;




WHEREAS,
in conjunction with Executive’s involvement in Project Star Alliance and the
management and performance evaluation of any resulting alliances, Company will
provide Executive with highly confidential information that must be protected
from unauthorized distribution outside Company;




WHEREAS,
it is important and necessary to the Company’s legitimate business interests
that  the confidential information to be provided to Executive by Company
in relation to Project Star Alliance and management of any resulting alliances
is protected and not to be distributed publicly.




AGREEMENT:




NOW,
THEREFORE, Company and Executive agree as follows pertaining to Executive’s
confidentiality and non-compete obligations.




1.           Definitions.




(i)           “Project
Star and Beyond Confidential Information” shall mean the confidential or
non-public information of Company and received by Company, including, without
limitation, information relating to:  (1) Project Star Alliance; (2)
compilations of information regarding Project Star Alliance and any resulting
alliance matters; and (3) any information, data, or material on operating plans
and techniques, airport services, in-flight services, fleet management, network
strategy and coordination, technical services, safety, security, government and
regulatory affairs, public and community affairs, communications, human
resources, labor relations, legal and compliance activities, real estate and
facilities management, catering and food services, procurement, financial
planning and analysis, revenue management, corporate and project development
opportunities, regional operations, domestic and international destinations and
expansion opportunities, alliances, strategies, business plans, leads, trade
secrets, research, product designs, prices, discounts, cost, marketing plans and
techniques, pricing, sales, reservations, distribution, test data, technical
information, systems development and integration, inventions, copyrights and
other intellectual property, technical operations and specifications, and all
other data and all computer system passwords and other codes, in each case
related to Project Star Alliance and the operation of any resulting
alliance.  Notwithstanding the foregoing, Project Star and Beyond
Confidential Information shall not include information that is publicly
available or becomes generally available to the public (other than, directly or
indirectly, as a result of disclosure by Executive contrary to the obligations
of confidentiality contained herein).




(ii)           “Term”
shall mean the period during which Executive is employed by the Company and for
the 18 month period following termination of such employment.




2.           Non-Competition.  Subject
to the terms of this Agreement, and in return for the Company’s promise
to provide the Project Star and Beyond Confidential Information described
herein, Executive hereby covenants and agrees, that for theTerm, Executive will not,
directly or indirectly for Executive or others, in any State, territory or
protectorate of the United States in which Company is qualified to do business
or in any foreign country in which Company has an office, station or branch as
of the date of termination of Executive’s employment with Company, engage in an
executive, advisory or consulting capacity for any passenger air carrier;
provided, however, that Executive shall not be restricted, after Executive’s
termination of employment with Company, from being employed by, or advising or
consulting to, a business engaged in providing advice or consulting services to
a broad range of companies, including passenger air carriers, as long as
Executive, during the period of Executive’s non-competition obligations
hereunder, does not become involved  in rendering, directly or
indirectly, executive, advisory or consulting services to any passenger air
carrier.  Executive may obtain upon written request to Company a list
of locations where Executive’s post-termination business activities are so
limited.  Notwithstanding the foregoing, such non-competition
obligations shall terminate and be inapplicable if Executive’s employment with
Company is terminated (1) by Company other than for “Cause” (as defined in the
employment agreement between Executive and Company), including a termination
upon Company not renewing Executive’s employment agreement, or (2) by Executive
for “Good Reason” (as defined in such employment agreement).




3.           Confidential
Information.  The relationship between Company and Executive is
and shall continue to be one in which Company reposes special trust and
confidence in Executive, and one in which Executive has and shall have a
fiduciary relationship to Company.  As a result, Company shall, in the
course of Executive’s activities related to Project Star Alliance and the
management of any resulting alliances, entrust Executive with, and disclose to
Executive, Project Star and BeyondConfidential
Information.  Executive recognizes that Project Star and BeyondConfidential Information
has been developed or acquired, or will be developed or acquired, by Company at
great expense, is proprietary to Company, and is and shall remain the property
of Company.  Executive acknowledges the confidentiality of Project
Star and BeyondConfidential Information
and acknowledges that Executive could not competently perform Executive’s
Company job duties in conjunction with Project Star Alliance and the operation
of any resulting alliance without access to such
information.  Executive agrees that Executive will not during the term
of Executive’s employment, disclose, copy, directly or indirectly make any use
of, or remove from Company’s premises, Project Star and BeyondConfidential Information
except as may be required in the course of Executive’s
employment.  After the termination of Executive’s employment with
Company, Executive agrees that Executive will not disclose, copy, directly or
indirectly make any use of, or remove from Company’s premises, Project Star and
BeyondConfidential
Information. Executive acknowledges that any use of Project Star and BeyondConfidential Information
by persons not in the employ of Company would provide said persons an unfair
competitive advantage which they would not have without the use of said Project
Star and BeyondConfidential Information
and that said advantage would cause Company irreparable
harm.  Executive further acknowledges that because of this unfair
competitive advantage, and Company’s legitimate business interests, which
include its need to protect its goodwill and the Project Star and Beyond
Confidential Information, Executive has agreed to the post-employment
restrictions in Section 2 above.




4.           Consideration to
Executive.  Executive acknowledges that Company’s promise to
provide Project Star and Beyond Confidential Information constitutes separate
and independent consideration for the restrictive covenants in this Agreement
entered into by the Executive.




5.           Payment.  In
further consideration of Executive entering into this Agreement, Company shall
pay to Executive, within five business days following execution of this
Agreement, a one-time cash payment in an amount equal to
$1,125,000.




6.           Reasonableness of
Restrictions.  Executive agrees that (1) the covenants
contained in this Agreement are necessary for the protection of Company’s
business goodwill and confidential information, (2) the time duration,
geographic scope and scope of activities of the covenants are reasonable and
necessary to protect the goodwill, confidential information and the operations
and business of Company, and (3) the covenants are not oppressive and do not
impose a greater restraint on Executive than is necessary to protect the
goodwill, confidential information and the operations and business of
Company.  The existence of any claim or cause of action of Executive
against Company shall not constitute a defense to the enforcement by Company of
any covenant contained herein.




7.           Enforcement.  If
Executive violates any of the covenants set forth in this Agreement, Company
shall suffer irreparable damage and shall be entitled to full injunctive relief
and such other relief against Executive as may be provided by law or in equity
together with such damages as may be provided at law or in
equity.  Company shall be entitled where provided under applicable law
to specific performance of the requirements of this Agreement and to temporary
and permanent injunctive relief against any breach of any provision of this
Agreement by Executive.  If either Party files a lawsuit seeking
specific performance or injunction against, or damages for, any breach of this
Agreement, the Party substantially prevailing in such lawsuit shall be entitled
to recover from the other Party all court costs and reasonable attorneys’ fees
incurred by the prevailing Party in connection with such lawsuit. Executive
further agrees that any termination by Company of Executive’s employment in
connection with Executive’s material breach of a material obligation of this
Agreement shall be a termination for “Cause” (as defined and with the
consequences specified in the employment agreement between Executive and
Company).





8.           Reformation.  It
is the express intention of Company and Executive to comply with all laws which
may be applicable to the covenants contained in this
Agreement.  Therefore, Company and Executive have attempted to limit
Executive’s right to compete only to the extent necessary to protect (1) Company
from unfair competition, and (2) Company’s goodwill, confidential information
and its operations and business.  Company and Executive recognize,
however, that reasonable people may differ in making such a
determination.  Consequently, Company and Executive hereby
specifically agree that, if any covenant contained in this Agreement shall be
determined by any court or other constituted legal authority to be effective in
any particular area or jurisdiction only if such covenant is modified to further
limit its duration or scope, such covenant may be reformed or modified by the
judgment or order of such court or authority to reflect a lawful and enforceable
duration or scope.  Such covenant shall automatically be deemed to be
amended and modified with respect to that particular area or jurisdiction so as
to comply with the judgment or order of such court or authority and, as to all
other areas and jurisdictions covered by this Agreement, the terms and
provisions hereof shall remain in full force and effect as originally
written.  If any covenants contained in this Agreement shall be held
by any court or other constituted legal authority to be void or otherwise
unenforceable in any particular area or jurisdiction, such covenant
automatically shall be deemed to be amended so as to eliminate that particular
area or jurisdiction as to which such covenant is so held void or otherwise
enforceable and, as to all other areas and jurisdictions covered by this
Agreement, the terms and provisions hereof shall remain in full force and effect
as originally written.  If a court or other constituted legal
authority determines that the covenants set forth in Section 2 of this Agreement
are void or otherwise unenforceable such that Executive, during the Term, is
permitted to and actually does take any action that, but for such determination,
would be prohibited by Section 2 of this Agreement, then Executive shall
promptly pay to Company an amount equal to the payment provided to Executive
pursuant to Section 5 hereof.





9.           Copy of
Covenants.  During the Term, Executive shall provide, and
Company similarly may provide, a copy of the covenants contained in this
Agreement to any business or enterprise described in Section 2 of this Agreement
with respect to which Executive (1) directly or indirectly owns, manages,
represents, operates, finances, controls or participates in the ownership,
management, operation, financing, or control (other than the passive ownership
of interests in (a) private investment funds or (b) publicly traded companies),
(2) serves as an officer, director, executive, partner, employee, principal,
agent, representative, contractor, consultant, or (3) seeks to do anything
described in (1) or (2) of this paragraph.




10.           Successors and
Assigns.  Executive shall not assign, pledge or encumber any
interest in this Agreement or any part thereof without the express written
consent of Company, this Agreement being personal to Executive.  If
Company shall merge or consolidate with or into, or transfer substantially all
of its assets to, another corporation or other form of business organization,
then this Agreement shall bind the successor of Company resulting from such
merger, consolidation or transfer.




11.           Disclosure Required by
Law.  Executive shall have no obligation hereunder to keep
confidential any Project Star and Beyond Confidential Information if and to the
extent disclosure thereof is specifically required by law; provided, however, that if
disclosure is required by applicable law and Executive intends to make such
disclosure, Executive shall provide Company with prompt notice of such
requirement and shall use Executive’s best efforts to provide such notice prior
to making any such disclosure, so that Company may seek a protective order or
other applicable relief, and Executive shall cooperate with Company in such
effort.




12.           Governing
Law.  The Parties stipulate and agree that the venue for any
dispute arising out of or related to this Agreement shall be exclusively in the
State or Federal District court(s) of Harris County, Texas.




13.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together will constitute one and the same
Agreement.




14.           Miscellaneous.  This
Agreement is in addition to, and not in replacement of, any confidentiality
obligations to which Executive is subject prior to the date of this
Agreement.  If there is any inconsistency between the provisions of
this Agreement and any other such obligations, the provisions of this Agreement
shall govern and control.




IN
WITNESS WHEREOF, this Agreement is executed on the day and year first above
written.











CONTINENTAL AIRLINES,
INC.








By:           /s/ Jennifer L.
Vogel


Jennifer L. Vogel


Senior Vice President,


General Counsel,
Secretary


and Chief Compliance
Officer








EXECUTIVE:










/s/ Jeffery A.
Smisek


Jeffery A. Smisek








APPROVED:








/s/ Charles
Yamarone


Charles
Yamarone


Chair,
Human Resources Committee