Exhibit 10.10(g)
RESTRICTED STOCK GRANT
PURSUANT TO THE TERMS OF THE
CONTINENTAL AIRLINES, INC.
1994 INCENTIVE EQUITY PLAN
1. Grant of Restricted Shares. Continental Airlines,
Inc., a Delaware corporation ("Company"), hereby grants to
___________ ("Participant") all rights, title and interest in the
record and beneficial ownership of _________________ (__________)
shares (the "Restricted Shares") of Class B common stock, $.01
par value per share, of Company ("Common Stock") subject to the
conditions described in Paragraphs 4 and 5 as well as the other
provisions of this grant of Restricted Stock (the "Restricted
Stock Grant"). The Restricted Shares are 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 are 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
Restricted Stock Grant, Participant agrees to be bound by all of
the terms, provisions, conditions and limitations of the Plan and
this Restricted Stock Grant. 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 Restricted Stock Grant unless otherwise
specifically provided.
2. Custody of Restricted Shares. Upon satisfaction of the
vesting conditions set forth in Paragraph 4 or the occurrence of
any of the events contemplated by Paragraph 5(b) or 5(c), Company
shall issue and deliver to Participant a certificate or
certificates for such number of Restricted Shares as are required
to be issued and delivered under the Restricted Stock Grant.
Prior to the satisfaction of such vesting conditions or the
occurrence of such events, the Restricted Shares are not
transferable and shall be held in trust or in escrow pursuant to
an agreement satisfactory to the Administrator until such time as
the restrictions on their transfer have expired. No right or
benefit hereunder shall in any manner be liable for or subject to
any debts, contracts, liabilities, or torts of Participant.
3. Risk of Forfeiture. Subject to Paragraphs 5(b) and
5(c), should Participant's employment (defined below) with
Company and any Subsidiaries terminate prior to any of the
vesting dates set forth in Paragraph 4, Participant shall forfeit
the right to receive the Restricted Shares that would otherwise
have vested on such dates.
4. Vesting Dates. Subject to Paragraph 5, the Restricted
Shares subject to this Restricted Stock Grant shall vest in
_________________ percent (_______%) increments on each of
_________, _________ and _________.
5. Termination of Employment. Voluntary or involuntary
termination of employment, retirement, death or Disability of
Participant, or occurrence of a Change in Control, shall affect
Participant's rights under this Restricted Stock Grant as
follows:
(a) Voluntary or Involuntary Termination. If, other
than as specified below, Participant voluntarily terminates
employment (defined below) or if Participant's employment is
terminated involuntarily, then Participant shall forfeit the
right to receive all Restricted Shares that have not
theretofore vested pursuant to Paragraph 4.
(b) Change in Control. If a Change in Control shall
occur, then immediately all nonvested Restricted Shares
shall fully vest, all restrictions (other than those
described in Paragraph 9) applicable to such Restricted
Shares shall terminate and Company shall release from escrow
or trust and shall issue and deliver to Participant a
certificate or certificates for all Restricted Shares.
(c) Retirement, Death or Disability. If Participant's
employment is terminated by retirement, death or Disability,
then immediately all nonvested Restricted Shares shall be
deemed fully vested, all restrictions (other than described
in Paragraph 9) applicable to Restricted Shares shall
terminate and Company shall release from escrow or trust and
shall issue and deliver to Participant a certificate or
certificates for all Restricted Shares.
(d) Definition of Employment. For purposes of the
Restricted Stock Grant, "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
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 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.
The Administrator's determination in good faith regarding
whether a termination of employment of any type has occurred
shall be conclusive and determinative.
6. Ownership Rights.Subject to the restrictions set forth
herein and subject to Paragraph 8, Participant is entitled to all
voting and ownership rights applicable to the Restricted Shares,
including the right to receive any cash dividends that may be
paid on Restricted Shares, whether or not vested.
7. Reorganization of Company and Subsidiaries. The
existence of the Restricted Stock Grant 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 Restricted 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. Recapitalization Events. 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 ("Recapitalization Events"), then for all purposes
references herein to Common Stock or to Restricted Shares shall
mean and include all securities or other property (other than
cash) that holders of Common Stock of Company are entitled to
receive in respect of Common Stock by reason of each successive
Recapitalization Event, which securities or other property (other
than cash) shall be treated in the same manner and shall be
subject to the same restrictions as the underlying Restricted
Shares.
9. Certain Restrictions. By accepting the Restricted
Stock Grant, Participant agrees that if at the time of delivery
of certificates for Restricted Shares issued hereunder any sale
of such Shares of Common Stock is not covered by an effective
registration statement filed under the Securities Act of 1933
(the "Act"), Participant will acquire the Restricted Shares for
Participant'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 Participant 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.
10. Amendment and Termination. No amendment or termination
of the Restricted Stock Grant shall be made by the Board or the
Administrator at any time without the written consent of
Participant. No amendment or termination of the Plan will
adversely affect the right, title and interest of Participant
under the Restricted Stock Grant or to Restricted Shares granted
thereunder without the written consent of Participant.
11. No Guarantee of Employment. The Restricted Stock Grant
shall not confer upon Participant 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
Participant's employment or other service at any time.
12. Withholding of Taxes. Company shall have the right to
(i) make deductions from the number of Restricted Shares
otherwise deliverable upon satisfaction of the conditions
precedent under the Restricted Stock Grant (and other amounts
payable under the Restricted Stock Grant) 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.
13. 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
Restricted Stock Grant.
14. Severability. In the event that any provision of the
Restricted Stock Grant 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
Restricted Stock Grant and the Restricted Stock Grant shall be
construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.
15. Governing Law. The Restricted Stock Grant 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_.
"PARTICIPANT"
_____________________________
Printed Name: