EXHIBIT 10.8
FORMS OF STAY BONUS AGREEMENTS FOR OTHER EXECUTIVE OFFICERS
STAY BONUS AGREEMENT FOR EMPLOYEES
THIS STAY BONUS AGREEMENT FOR EMPLOYEES (this "Agreement") is
entered into between Continental Airlines, Inc., a Delaware
corporation (the "Company") and _________________ ("Employee").
Recitals:
WHEREAS, Air Partners, L.P., its partners and certain
affiliates haves entered into an Investment Agreement dated as of
January 25, 1998 with Northwest Airlines Corporation and its
affiliate (the "Investment Agreement"), which investment agreement
provides for the acquisition by an affiliate of Northwest Airlines
Corporation of beneficial ownership of the Class A common stock and
warrants held by Air Partners, L.P., subject to certain conditions;
and
WHEREAS, the acquisition by an affiliate of Northwest Airlines
Corporation of beneficial ownership of the Class A common stock and
warrants held by Air Partners, L.P. contemplated by the Investment
Agreement (the "Acquisition") will, upon the closing thereof,
constitute a Change in Control for purposes of the Company's 1994
Incentive Equity Plan, as amended, and the Company's 1997 Stock
Incentive Plan, as amended; and
WHEREAS, the Human Resources Committee and the Board of
Directors of the Company have deemed it advisable and in the best
interests of the Company and its stockholders to assure management
continuity for the Company and, consistent therewith, have
authorized the execution, delivery and performance by the Company
of this Agreement;
NOW THEREFORE, in consideration of the premises, the mutual
agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Change in Control. The parties agree that the Acquisition
will, upon the closing thereof, constitute a Change in Control for
purposes of the Company's 1994 Incentive Equity Plan, as amended
and the Company's 1997 Stock Incentive Plan, as amended.
2. Payment of Stay Bonus. During the 15 month period commencing
with the first month following the date of closing of the
Acquisition, the Company shall pay to Employee as a stay bonus an
amount in cash of $_____________per month, which payment shall be
paid on the last day of each month during such period; provided
that Employee remains in the employ of the Company or its
subsidiaries during the month in which such payment is made. If
Employee's employment terminates during any such month, Company
shall pay Employee the stay bonus with respect to such month, pro-
rated for the number of days he remained employed by the Company or
its subsidiaries during such month. The Company may withhold from
all such payments all federal, state, city and other taxes as may
be required pursuant to any law or governmental regulation or
ruling and all other normal employee deductions made with respect
to Company's employees generally.
3. Miscellaneous. Company represents to Employee that the
execution, delivery and performance of this Agreement by Company
have been duly authorized by all necessary corporate action, that
this Agreement has been duly executed and delivered by Company, and
that the this Agreement is a legal, valid and binding obligation of
Company, enforceable against the Company in accordance with its
terms, except to the extent that such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally.
This Agreement shall be governed by the laws of the State of Texas.
This Agreement shall be binding upon and inure to the benefit of
the Company and any successor to the Company, by merger or
otherwise. Except as provided in the preceding sentence, this
Agreement and the rights and obligations of the parties hereunder
are personal and neither this Agreement nor any right, benefit or
obligation of either party hereto shall be subject to voluntary or
involuntary assignment, alienation or transfer, whether by
operation of law or otherwise, without the prior written consent of
the other party. This Agreement shall not affect the rights and
obligations of the parties under Employee's employment agreement,
if any, with the Company or any subsidiary. Nothing contained
herein shall confer upon Employee any right with respect to
continuation of employment with the Company or any subsidiary
thereof, or interfere in any way with the right of the Company or
any subsidiary to terminate Employee's employment at any time. This
Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together constitute one and
the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 14th day of April, 1998.
CONTINENTAL AIRLINES, INC.
By:____________________________
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
EMPLOYEE
________________________________
STAY BONUS AGREEMENT FOR EMPLOYEES
THIS STAY BONUS AGREEMENT FOR EMPLOYEES (this "Agreement") is
entered into between Continental Airlines, Inc., a Delaware
corporation (the "Company") and ________________ ("Employee").
Recitals:
WHEREAS, Air Partners, L.P., its partners and certain
affiliates haves entered into an Investment Agreement dated as of
January 25, 1998 with Northwest Airlines Corporation and its
affiliate (the "Investment Agreement"), which investment agreement
provides for the acquisition by an affiliate of Northwest Airlines
Corporation of beneficial ownership of the Class A common stock and
warrants held by Air Partners, L.P., subject to certain conditions;
and
WHEREAS, the acquisition by an affiliate of Northwest Airlines
Corporation of beneficial ownership of the Class A common stock and
warrants held by Air Partners, L.P. contemplated by the Investment
Agreement (the "Acquisition") will, upon the closing thereof,
constitute a Change in Control for purposes of the Company's 1994
Incentive Equity Plan, as amended, and the Company's 1997 Stock
Incentive Plan, as amended; and
WHEREAS, the Human Resources Committee and the Board of
Directors of the Company have deemed it advisable and in the best
interests of the Company and its stockholders to assure management
continuity for the Company and, consistent therewith, have
authorized the execution, delivery and performance by the Company
of this Agreement;
NOW THEREFORE, in consideration of the premises, the mutual
agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Change in Control. The parties agree that the Acquisition
will, upon the closing thereof, constitute a Change in Control for
purposes of the Company's 1994 Incentive Equity Plan, as amended
and the Company's 1997 Stock Incentive Plan, as amended.
2. Payment of Stay Bonus. During the 15 month period commencing
with the first month following the date of closing of the
Acquisition, the Company shall pay to Employee as a stay bonus an
amount in cash of $ ______________per month, which payment shall be
paid on the last day of each month during such period; provided
that Employee remains in the employ of the Company or its
subsidiaries during the month in which such payment is made. If
Employee's employment terminates during any such month, Company
shall pay Employee the stay bonus with respect to such month, pro-
rated for the number of days he remained employed by the Company or
its subsidiaries during such month. In addition, Company agrees to
make, in the name of Executive, one or more charitable
contributions, on a monthly basis on the last day of each month
during such 15 month period, in an aggregate monthly amount of
$____________, to such charities (and in such amounts, not to
exceed such aggregate monthly amount) as are designated by
Executive to Company from time to time in writing; provided that
Executive remains in the employ of the Company or its subsidiaries
during the month in which such charitable contributions are made.
The Company may withhold from all such payments all federal, state,
city and other taxes as may be required pursuant to any law or
governmental regulation or ruling and all other normal employee
deductions made with respect to Company's employees generally.
3. Miscellaneous. Company represents to Employee that the
execution, delivery and performance of this Agreement by Company
have been duly authorized by all necessary corporate action, that
this Agreement has been duly executed and delivered by Company, and
that the this Agreement is a legal, valid and binding obligation of
Company, enforceable against the Company in accordance with its
terms, except to the extent that such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally.
This Agreement shall be governed by the laws of the State of Texas.
This Agreement shall be binding upon and inure to the benefit of
the Company and any successor to the Company, by merger or
otherwise. Except as provided in the preceding sentence, this
Agreement and the rights and obligations of the parties hereunder
are personal and neither this Agreement nor any right, benefit or
obligation of either party hereto shall be subject to voluntary or
involuntary assignment, alienation or transfer, whether by
operation of law or otherwise, without the prior written consent of
the other party. This Agreement shall not affect the rights and
obligations of the parties under Employee's employment agreement,
if any, with the Company or any subsidiary. Nothing contained
herein shall confer upon Employee any right with respect to
continuation of employment with the Company or any subsidiary
thereof, or interfere in any way with the right of the Company or
any subsidiary to terminate Employee's employment at any time. This
Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together constitute one and
the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 14th day of April, 1998.
CONTINENTAL AIRLINES, INC.
By:____________________________
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
EMPLOYEE
________________________________
