Exhibit 10.8(d)
Memorandum of Agreement
Charles T. Goolsbee ("Goolsbee") and Continental Airlines, Inc.
("Continental") in full and final settlement of all rights and obligations
of the parties under the Employment Agreement between them dated as of
April 16, 1993, agree as follows:
1. The Employment Agreement dated as of April 16, 1993 is of no
further force and effect and is, in all respects, terminated.
2. Goolsbee shall remain in the employ of Continental until March
15, 1995.
3. The balance of the loans presently owed to Continental by
Goolsbee in the principal amount of $364,000, and all interest
thereon, is hereby forgiven.
4. Continental shall pay Goolsbee the sum of $150,000 on or before
March 31, 1995.
5. If, as and when Goolsbee sells his house, Continental agrees to
pay, at the Closing thereof, a brokerage commission of up to six
percent (6%) of the sale price to Goolsbee for payment to the
selling broker, plus the sum of $30,000 to Goolsbee.
6. Goolsbee shall act as a consultant to Continental for a period of
one year, at the rate of $15,000 per month, from March 15, 1995
to March 14, 1996, on the following terms:
(a) Goolsbee shall work 12 (twelve) full business days per month
on the business of Continental in matters relating to
potential business alliances for Continental and in legal
matters of Continental, all as directed by Gordon Bethune or
his designee;
(b) Goolsbee shall report to Gordon Bethune or his designee;
(c) Continental shall indemnify Goolsbee against all losses,
including legal fees and expenses, arising from claims
against Goolsbee in connection with Goolsbee's good-faith
execution of his consultancy hereunder. Continental shall,
to the fullest extent permitted by law, indemnify Goolsbee
for all acts or omissions committed by Goolsbee while he was
employed as a Continental employee;
(d) Goolsbee shall assist Continental in connection with any
litigation in which it, or its affiliates, is or may become
a party;
(e) Goolsbee will not accept employment from any person, firm or
corporation which, in any way, competes with Continental;
(f) Goolsbee will not solicit, directly or indirectly, any
employee of Continental to leave the employ of Continental.
7. Goolsbee shall, to the extent feasible under Continental's
various programs, continue to be included in the group insurance
programs, including long-term disability and group term life
insurance at the normal rate (one-half current annual salary,
i.e. at $162,500), provided he has not accepted other employment
that provides comparable benefits, for the period of the
consultancy in para. 6 hereinabove and for a period of one and
one-half years thereafter, and shall, indefinitely, be entitled
to the same pass privileges on Continental as he enjoyed during
his period of employment with Continental. During Goolsbee's
twelve-month consultancy period, he will also have the same pass
privileges on other airlines that he enjoyed during his period of
employment with Continental. Goolsbee shall be eligible for
COBRA benefits, at his own expense, commencing with the cessation
of his health benefits under this para. 7.
8. Goolsbee and Continental both confirm to each other that there
are no oral representations or inducements, of any kind or
nature, made by either to the other to induce the other to enter
into this Memorandum of Agreement, and none shall be claimed at
any time.
9. In the event of any dispute arising hereunder, Goolsbee and
Continental agree to arbitrate the dispute before the American
Arbitration Association in New York City.
10. This Memorandum of Agreement constitutes the entire agreement
between Goolsbee and Continental, and may not be changed, amended
or modified except by a writing signed by Goolsbee and by
Continental.
February 23, 1995
/s/ Charles Goolsbee
Charles Goolsbee
Continental Airlines, Inc.
by: /s/ Gordon Bethune
Gordon Bethune
President and Chief Executive Officer