Exhibit 10.10(e)
EMPLOYEE STOCK OPTION GRANT
PURSUANT TO THE TERMS OF THE
CONTINENTAL AIRLINES, INC.
1994 INCENTIVE EQUITY PLAN
Grant of Stock Option. Continental Airlines, Inc., a Delaware
corporation ("Company"), hereby grants to
("Optionee") the right, privilege and option as herein
set forth (the "Stock Option") to purchase up to _______
(__________) shares (the "Shares") of Class B common stock, $.01
par value per share, of Company ("Common Stock"), in accordance
with the terms of this document. The Shares, when issued to
Optionee upon the exercise of the Stock Option, shall be fully paid
and nonassessable. The Stock Option is granted pursuant to and to
implement in part the Continental Airlines, Inc. 1994 Incentive
Equity Plan (as amended and in effect from time to time, the
"Plan") and is subject to the provisions of the Plan, which is
hereby incorporated herein and is made a part hereof, as well as
the provisions of this document. By acceptance of the Stock
Option, Optionee agrees to be bound by all of the terms,
provisions, conditions and limitations of the Plan and this Stock
Option. All capitalized terms have the meanings set forth in the
Plan unless otherwise specifically provided. All references to
specified paragraphs pertain to paragraphs of this Stock Option
unless otherwise provided. The Stock Option is not intended to
qualify as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. Option Term. Subject to earlier termination as
provided herein, the Stock Option shall terminate on _________. The
period during which the Stock Option is in effect is referred to as
the "Option Period".
3. Option Exercise Price. The exercise price (the "Option
Price") of the Shares subject to the Stock Option shall be $__.__
per Share (which is the Market Value per Share on the date hereof).
4. Vesting. Subject to the following provisions of this
Paragraph 4, the total number of Shares subject to this Stock
Option shall vest in _________________ percent (_______%)
increments on each of _________, _________ and _________ The
vested Shares that may be acquired under the Stock Option may be
purchased at any time after they become vested, in whole or in
part, during the Option Period. In addition, the total number of
Shares subject to this Stock Option shall become exercisable upon
the occurrence of one of the events as described in Paragraph 6(c)
or 6(d).
5. Method of Exercise. To exercise the Stock Option,
Optionee shall deliver written notice to Company (to the attention
of the Secretary of the Company) stating the number of Shares with
respect to which the Stock Option is being exercised together with
payment for such Shares. Payment shall be made (i) in cash or by
check acceptable to Company, (ii) provided that Optionee can do so
without incurring liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended, in nonforfeitable, unrestricted
shares of Company's Common Stock owned by Optionee at the time of
exercise of the Stock Option having an aggregate Market Value at
the date of exercise equal to the aggregate Option Price per Share
so paid for or (iii) by a combination of (i) and (ii). In
addition, at the request of Optionee, and to the extent permitted
by applicable law and subject to Paragraph 15, the Stock Option may
be exercised pursuant to a "cashless exercise" arrangement with any
brokerage firm approved by the Administrator or its delegate under
which arrangement such brokerage firm, on behalf of Optionee, shall
pay to Company the exercise price of the Options being exercised,
and Company, pursuant to an irrevocable notice from Optionee, shall
promptly after receipt of the exercise price deliver the shares
being purchased to such firm.
6. Termination of Employment. Voluntary or involuntary
termination of employment, retirement, death or Disability of
Optionee, or occurrence of a Change in Control, shall affect
Optionee's rights under the Stock Option as follows:
(a) Involuntary Termination for Gross Misconduct.
The Stock Option shall terminate immediately and shall not be
exercisable if Optionee's employment (defined below) is
terminated involuntarily for gross misconduct (defined below).
(b) Other Involuntary Termination or Voluntary
Termination. If Optionee's employment is terminated
involuntarily other than for gross misconduct or if Optionee
voluntarily terminates employment, then immediately (i) the
Stock Option shall terminate as to Shares subject thereto to
the extent not yet then vested pursuant to Paragraph 4, (ii)
the Stock Option shall terminate as to all remaining Shares
subject thereto to the extent not exercised pursuant to
Paragraph 5 within 30 days after such termination of
employment and (iii) all restrictions (other than those
described in Paragraph 10) on transfer of Shares acquired
pursuant to the Stock Option shall terminate.
(c) Change in Control. If a Change in Control shall
occur, then immediately (i) the Stock Option shall become
exercisable in full, whether or not otherwise exercisable, and
(ii) all restrictions (other than those described in Paragraph
10) on transfer of Shares acquired pursuant to the Stock
Option shall terminate.
(d) Retirement, Death or Disability. If Optionee's
employment is terminated by retirement, death or Disability,
then immediately (i) the Stock Option shall become exercisable
in full, whether or not otherwise exercisable, for a term of
one year thereafter by Optionee or, in the case of death, by
the person or persons to whom Optionee's rights under the
Stock Option shall pass by will or by the applicable laws of
descent and distribution, or in the case of Disability, by
Optionee's personal representative, and (ii) all restrictions
(other than those described in Paragraph 10) on transfer of
Shares acquired pursuant to the Stock Option shall terminate.
However, in no event may any Stock Option be exercised by
anyone after the earlier of (y) the expiration of the Option
Period or (z) one year after Optionee's death, retirement,
Disability, or involuntary termination (described above).
(e) Definitions. For purposes of the Stock Option,
"employment" means employment by Company or a Subsidiary. In
this regard, neither the transfer of a Participant from
employment by Company to employment by a Subsidiary nor the
transfer of a Participant from employment by a Subsidiary to
employment by Company shall be deemed to be a termination of
employment of the Participant. Moreover, the employment of a
Participant shall not be deemed to have been terminated
because of absence from active employment on account of
temporary illness or during authorized vacation or during
temporary leaves of absence from active employment granted by
Company or a Subsidiary for reasons of professional
advancement, education, health, or government service, or
during military leave for any period if the Participant
returns to active employment within 90 days after the
termination of military leave, or during any period required
to be treated as a leave of absence by virtue of any valid law
or agreement. "Gross misconduct" means such misconduct,
dishonesty, wilful and repeated disobedience or other action
or inaction as might reasonably be expected to injure Company
or any of its Subsidiaries or its or their business interests
or reputation. The Administrator's determination in good
faith regarding whether a termination of employment or gross
misconduct has occurred shall be conclusive and determinative.
7. Reorganization of Company and Subsidiaries. The
existence of the Stock Option shall not affect in any way the right
or power of Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other
changes in Company's capital structure or its business, or any
merger or consolidation of Company or any issue of bonds,
debentures, preferred or prior preference stock ahead of or
affecting the Shares or the rights thereof, or the dissolution or
liquidation of Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
8. Adjustment of Shares. In the event of stock
dividends, spin-offs of assets or other extraordinary dividends,
stock splits, combinations of shares, recapitalizations, mergers,
consolidations, reorganizations, liquidations, issuances of rights
or warrants and similar transactions or events involving Company,
appropriate adjustments shall be made to the terms and provisions
of this Stock Option, in the same manner as is provided for
adjustments to the terms and provisions of the warrants issued by
Company to Air Canada and to Air Partners, L.P. under the Warrant
Agreement dated as of April 27, 1993.
9. No Rights in Shares. Optionee shall have no rights as
a stockholder in respect of Shares until such Optionee becomes the
holder of record of such Shares.
10. Certain Restrictions. By exercising the Stock Option,
Optionee agrees that if at the time of such exercise the sale of
Shares issued hereunder is not covered by an effective registration
statement filed under the Securities Act of 1933 ("Act"), Optionee
will acquire the Shares for Optionee's own account and without a
view to resale or distribution in violation of the Act or any other
securities law, and upon any such acquisition Optionee will enter
into such written representations, warranties and agreements as
Company may reasonably request in order to comply with the Act or
any other securities law or with this document. Optionee agrees
that Company shall not be obligated to take any affirmative action
in order to cause the issuance or transfer of Shares hereunder to
comply with any law, rule or regulation that applies to the Shares
subject to the Stock Option.
11. Shares Reserved. Company shall at all times during the
Option Period reserve and keep available such number of Shares as
will be sufficient to satisfy the requirements of this Stock
Option.
12. Nontransferability of Option. The Stock Option granted
pursuant to this document is not transferable other than by will,
the laws of descent and distribution or by qualified domestic
relations order. The Stock Option will be exercisable during
Optionee's lifetime only by Optionee or by Optionee's guardian or
legal representative. No right or benefit hereunder shall in any
manner be liable for or subject to any debts, contracts,
liabilities, or torts of Optionee.
13. Amendment and Termination. No amendment or termination
of the Stock Option shall be made by the Board or the Administrator
at any time without the written consent of Optionee. No amendment
or termination of the Plan will adversely affect the rights,
privileges and option of Optionee under the Stock Option without
the written consent of Optionee.
14. No Guarantee of Employment. The Stock Option shall not
confer upon Optionee any right with respect to continuance of
employment or other service with Company or any Subsidiary, nor
shall it interfere in any way with any right Company or any
Subsidiary would otherwise have to terminate such Optionee's
employment or other service at any time.
15. Withholding of Taxes. Company shall have the right to
(i) make deductions from the number of Shares otherwise deliverable
upon exercise of the Stock Option in an amount sufficient to
satisfy withholding of any federal, state or local taxes required
by law, or (ii) take such other action as may be necessary or
appropriate to satisfy any such tax withholding obligations.
16. No Guarantee of Tax Consequences. Neither Company nor
any Subsidiary nor the Administrator makes any commitment or
guarantee that any federal or state tax treatment will apply or be
available to any person eligible for benefits under the Stock
Option.
17. Severability. In the event that any provision of the
Stock Option shall be held illegal, invalid, or unenforceable for
any reason, such provision shall be fully severable, but shall not
affect the remaining provisions of the Stock Option, and the Stock
Option shall be construed and enforced as if the illegal, invalid,
or unenforceable provision had never been included herein.
18. Governing Law. The Stock Option shall be construed in
accordance with the laws of the State of Texas to the extent
federal law does not supersede and preempt Texas law.
Executed as of the ____ day of ____, 199_.
"COMPANY"
CONTINENTAL AIRLINES, INC.
By Order of the Administrator
By:______________________________
Printed Name:____________________
Title:___________________________
Accepted as of the ____ day of ____, 199_.
"OPTIONEE"
_________________________________
Printed Name:____________________