Exhibit 10.1
FIRST AMENDMENT TO
CONTINENTAL AIRLINES, INC.
1994 INCENTIVE EQUITY PLAN
The Board of Directors (the "Board") of Continental Airlines, Inc.
(the "Company") adopted the Continental Airlines, Inc. 1994 Incentive
Equity Plan (the "Plan") on March 4, 1994, subject to approval by the
stockholders of the Company, which was obtained at the annual meeting held
June 30, 1994. Subject to applicable provisions of Paragraph 15 of the
Plan, the Board retained the right to amend the Plan. The Board has
determined by resolutions adopted on April 27, 1995 that the Plan be
amended as follows. Capitalized terms not otherwise defined in this First
Amendment to the Plan have the meanings ascribed thereto in the Plan.
The Plan is hereby amended as follows:
1. The first sentence of Paragraph 3 is hereby amended so as to read
in its entirety as follows:
"Subject to adjustment as provided in Paragraph 10 and in
accordance with and subject to Rule 16b-3 under the Exchange Act
and applicable judicial and administrative interpretations
thereof, the shares of Common Stock covered by all Awards granted
under this Plan will not exceed in the aggregate 3,000,000
shares, of which number (a) no more than 300,000 shares will be
granted or sold as Restricted Stock, (b) Stock Options with
respect to no more than 400,000 shares will be granted to any
Participant during any calendar year, and (c) no more than
200,000 shares will be delivered in payment of Annual Incentive
Awards (for all Participants in the aggregate) in respect of any
given year."
2. The first sentence of Paragraph 4(k) is hereby amended so as to
read in its entirety as follows:
"In the discretion of the Administrator, a percentage (determined
by the Administrator and set forth in the written agreement or
notification evidencing each grant of a Stock Option) of the
aggregate shares of Common Stock obtained from exercises of a
Stock Option (which percentage may be satisfied out of particular
exercises as determined by the Administrator and set forth in the
written agreement or notification evidencing each grant of a
Stock Option) shall not be transferable prior to the earliest to
occur of: the termination of the relevant Stock Option term (or
such shorter period as may be determined by the Administrator and
set forth in the written agreement or notification evidencing the
grant of the Stock Option); the Participant's retirement, death
or Disability; or termination of the Participant's employment
with the Company and its subsidiaries."
3. The term "Committee" is hereby replaced by the term
"Administrator" throughout the Plan, except as follows:
(i) Paragraph 2(f) is hereby amended so as to read in its
entirety as follows:
""Committee" means the Human Resources Committee of the Board,
which at all times will consist of not less than two directors
(all of whom are Outside Directors) appointed by the Board, each
of whom will be a "disinterested person" within the meaning of
Rule 16b-3 and an "outside director" within the meaning of
Section 162(m) of the Code. The action of a majority of the
members of the Committee (but not less than two members) will be
the act of the Committee. "Administrator" means (i) in the
context of Awards made to, or the administration (or
interpretation of any provision) of the Plan as it relates to,
any Participant who is subject to Section 16 of the Exchange Act
(or any successor section to the same or similar effect)
("Section 16"), the Committee, (ii) in the context of Awards made
to, or the administration (or interpretation of any provision) of
the Plan as it relates to, any Participant who is not subject to
Section 16, the Chief Executive Officer of the Company and (iii)
to the extent administration of the Plan has been assumed by the
Board pursuant to a resolution of the Board, the Board.";
(ii) Paragraph 2(y): the clause "or the Committee" is hereby
deleted;
(iii) Paragraph 14(a) is hereby amended so as to read in its
entirety as follows:
"This Plan shall be administered by the Administrator.";
(iv) The second sentence of Paragraph 14(b) is hereby amended
so as to read in its entirety as follows:
"Neither the Board, the Committee, the Chief Executive Officer
nor any member of the Board or the Committee will, in connection
with the administration of the Plan as the Administrator, be
liable for any such action or determination taken or made in good
faith."; and
(v) Paragraph 16(b): the term "Committee" is hereby replaced
by the term "Board".
4. The last sentence of Paragraph 2(y), and Schedule A to the Plan,
are hereby deleted.
5. There is hereby inserted at the end of clause (i) of the first
sentence of Paragraph 11 of the following clause:
", unless otherwise provided in the written agreement evidencing
an Award," and
there is hereby inserted in clause (1) of the first sentence of Paragraph
11, immediately after the words "Qualifying Event" and before the
parenthetical reference, the following clause:
"or, if the written agreement evidencing an Award so provides,
for a period of 30 calendar days commencing upon the date of such
Change in Control".
6. Paragraph 2(d) is hereby amended to read in its entirety as
follows:
"Change in Control" means the occurrence of one of the events
described in subclause (a), (b), (c) or (d) of clause (i) of the
first sentence of Paragraph 11."
The foregoing amendments to the Plan are effective April 27, 1995;
provided, however, that any such amendment that without approval by the
stockholders of the Company would result in the Plan no longer satisfying
the requirements of Rule 16b-3 shall only be effective upon approval
thereof by the stockholders of the Company within one year following April
27, 1995.