Exhibit 10.10(f)
OUTSIDE DIRECTOR STOCK OPTION GRANT
PURSUANT TO THE TERMS OF THE
CONTINENTAL AIRLINES, INC.
1994 INCENTIVE EQUITY PLAN
1. Grant of Option. Continental Airlines, Inc., a
Delaware corporation ("Company"), hereby grants to
_______________ ("Optionee") the right, privilege and option as
herein set forth (the "Outside Director Stock Option") to
purchase _________ 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 Outside Director
Stock Option, shall be fully paid and nonassessable. The Outside
Director Stock Option is granted pursuant to and to implement in
part the Continental Airlines, Inc. 1994 Incentive Equity Plan
(as amended from time to time, the "Plan") and is subject to the
provisions of the Plan, which is hereby incorporated herein and
made a part hereof, as well as the provisions of this document.
By acceptance of the Outside Director Stock Option, Optionee
agrees to be bound by all of the terms, provisions, conditions
and limitations of the Plan as implemented by the Outside
Director 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 Outside Director Stock Option unless otherwise specifically
provided. The Outside Director 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 or in the Plan, the Outside Director Stock Option
shall terminate on the date that is the tenth anniversary of the
Date of Grant of the Outside Director Stock Option, which tenth
anniversary shall be ___________. The period during which the
Outside Director 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 Outside Director
Stock Option shall be $__.__ per Share (the closing sales price
of the Common Stock on _________, the Date of Grant).
4. Date Exercisable. This Outside Director Stock Option
shall become exercisable on the date immediately following the
Date of Xxxxx.
5. Method of Exercise. To exercise the Outside Director
Stock Option, Optionee shall deliver written notice to Company
stating the number of Shares with respect to which the Outside
Director Stock Option is being exercised together with payment
for such Shares. Payment shall be made in cash or by check
acceptable to Company.
6. Termination of Board Service. The Outside Director
Stock Option shall terminate on, and may not be exercised after
the earlier of (i) the date that is one year after termination of
Optionee's service on the Board for any reason and (ii) the
expiration of the Option Period.
7. Reorganization of Company and Subsidiaries. The
existence of the Outside Director 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 Outside Director 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 Outside
Director 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 Outside Director 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
Outside Director Stock Option.
12. Nontransferability of Option. The Outside Director
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
Outside Director 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 Outside Director Stock Option shall be made by
the Board or the Committee at any time without the written
consent of Optionee. No amendment or termination of the Plan
will adversely affect the rights, privileges and options of
Optionee under the Outside Director Stock Option without the
written consent of Optionee.
14. No Guarantee of Board Service. The Outside Director
Stock Option shall not confer upon Optionee any right with
respect to continuance of service on the Board, nor shall it
interfere in any way with any right to terminate such Optionee's
Board service.
15. Withholding of Taxes. Company shall have the right to
(i) make deductions from the number of Shares otherwise
deliverable upon exercise of the Outside Director 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 Committee 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
Outside Director Stock Option.
17. Severability. In the event that any provision of the
Outside Director 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
Outside Director Stock Option and the Outside Director Stock
Option shall be construed and enforced as if the illegal,
invalid, or unenforceable provision had never been included
herein.
18. Governing Law. The Outside Director 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 this ____ day of ____, 199_.
"COMPANY"
CONTINENTAL AIRLINES, INC.
By:______________________________
Name:
Title:
Accepted as of the ____ day of ____, 199_.
"OPTIONEE"
_______________________________
Name:
