0000319687-04-000025 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled • Texas

THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between CONTINENTAL AIRLINES, INC., a Delaware corporation ("Company" or "Continental"), and LAWRENCE W. KELLNER ("Executive"), and is dated and effective as of April 14, 2004 (the "Effective Date").

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AMENDMENT No. 31 TO PURCHASE AGREEMENT No. GPJ-003/96
Purchase Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 31 (“Amendment 31”) dated as of March 16, 2004 is between EMBRAER - Empresa Brasileira de Aeronáutica S.A. (“EMBRAER”) and ExpressJet Airlines, Inc., formerly known as New ExpressJet Airlines, Inc. (as assignee from ExpressJet Airlines, Inc. formerly known as Continental Express, Inc.) (“BUYER”), collectively hereinafter referred to as the “PARTIES”, and relates to Purchase Agreement No. GPJ-003/96, as amended from time to time together with its Attachments (collectively referred to as the “Base Agreement”) and Letter Agreements GPJ-004/96 dated August 5, 1996 and PCJ-004A/96 dated August 31, 1996 between EMBRAER and BUYER as amended from time to time (together with the Base Agreement, collectively referred to herein as the “Purchase Agreement” or the "Agreement") for the purchase of up to two hundred and forty five (245) new EMB-145 aircraft (the “AIRCRAFT”).

AMENDMENT Nº 30 TO PURCHASE AGREEMENT GPJ-003/96
Purchase Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 30 (“Amendment 30”) dated as of January 12, 2004 is between EMBRAER - Empresa Brasileira de Aeronáutica S.A. (“EMBRAER”) and ExpressJet Airlines, Inc., formerly known as New ExpressJet Airlines, Inc. (as assignee from ExpressJet Airlines, Inc. formerly known as Continental Express, Inc.) (“BUYER”), collectively hereinafter referred to as the “PARTIES”, and relates to Purchase Agreement No. GPJ-003/96, dated as of August 5, 1996 as amended from time to time together with its Attachments (collectively referred to as the “Base Agreement”) and Letter Agreements GPJ-004/96 dated August 5, 1996 and PCJ-004A/96 dated August 31, 1996 between EMBRAER and BUYER as amended from time to time (together with the Base Agreement, collectively referred to herein as the “Purchase Agreement” or the "Agreement") for the purchase of up to two hundred and forty five (245) new EMB-145 aircraft (the “AIRCRAFT”).

AMENDMENT Nº 4 TO LETTER OF AGREEMENT GPJ-004/96
Letter of Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 4 to Letter of Agreement GPJ-004/96, dated as of January 12, 2004 (this “Amendment 4”) relates to Letter of Agreement GPJ-004/96 dated August 5, 1996, as amended from time to time (“Letter 004/96”) between EMBRAER - Empresa Brasileira de Aeronáutica S.A. (“EMBRAER”) and ExpressJet Airlines, Inc., formerly known as New ExpressJet Airlines, Inc. (as assignee from ExpressJet Airlines, Inc. formerly known as Continental Express, Inc.) (“BUYER”), and concerns Purchase Agreement No. GPJ-003/96 (the “Purchase Agreement”) dated August 5, 1996 as amended from time to time. This Amendment 4 is between EMBRAER and BUYER, collectively referred to herein as the “PARTIES”.

CONTINENTAL AIRLINES, INC.
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

The purpose of this letter agreement is to amend your employment agreement with Continental Airlines, Inc. (the "Company") to take into account the March 12, 2004 amendment to the definition of "Change in Control" in the Company's various employee benefit plans and programs, including the Incentive Plan 2000 and the Long Term Incentive Performance Award Program. The definition of Change in Control was amended to delete references to certain Excluded Persons and to update those individuals who comprise the Incumbent Board, all as such terms are used in the Change in Control definition. The Company has provided you a copy of the amended Change in Control definition.

CONTINENTAL AIRLINES, INC.
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

The purpose of this letter agreement is to amend your employment agreement with Continental Airlines, Inc. (the "Company") to take into account the March 12, 2004 amendment to the definition of "Change in Control" in the Company's various employee benefit plans and programs, including the Incentive Plan 2000 and the Long Term Incentive Performance Award Program. The definition of Change in Control was amended to delete references to certain Excluded Persons and to update those individuals who comprise the Incumbent Board, all as such terms are used in the Change in Control definition. The Company has provided you a copy of the amended Change in Control definition.

CONTINENTAL AIRLINES, INC.
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

The purpose of this letter agreement is to amend your employment agreement with Continental Airlines, Inc. (the "Company") to take into account the March 12, 2004 amendment to the definition of "Change in Control" in the Company's various employee benefit plans and programs, including the Incentive Plan 2000 and the Long Term Incentive Performance Award Program. The definition of Change in Control was amended to delete references to certain Excluded Persons and to update those individuals who comprise the Incumbent Board, all as such terms are used in the Change in Control definition. The Company has provided you a copy of the amended Change in Control definition.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into by and between Continental Airlines, Inc., a Delaware corporation ("Company"), and Gordon M. Bethune ("Executive") as of April 14, 2004.

WAIVER AGREEMENT
Waiver Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled • Texas

This Waiver Agreement (this "Agreement") is entered into as of March 12, 2004 between Jeffery A. Smisek ("Executive") and Continental Airlines, Inc., a Delaware corporation ("Company"), and is effective as of January 1, 2004.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into by and between Continental Airlines, Inc., a Delaware corporation ("Company"), and Jeffery A. Smisek ("Executive") as of April 14, 2004.

RETIREMENT AGREEMENT
Retirement Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled • Texas

This Retirement Agreement ("Agreement") is entered into between GORDON M. BETHUNE ("Executive") and Continental Airlines, Inc. ("Continental" or the "Company"), and is effective on and as of the Effective Date (as defined below), subject to paragraph 21 of this Agreement.

THIS AGREEMENT SHALL NOT BE BINDING UPON THE PORT AUTHORITY UNTIL DULY EXECTUED BY AN EXECUTIVE OFFICER THEREOF AND DELIVERED TO THE LESSEE BY AN AUTHORIZED REPRESENTATIVE OF THE PORT AUTHORITY
Supplemental Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS AGREEMENT, made as of February 17, 2004 (the "Effective Date") (sometimes referred to as the "Twenty-second Supplemental Agreement" or as "Supplement No. 22" of the Lease) by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter referred to as "the Port Authority") and CONTINENTAL AIRLINES, INC., a corporation of the State of Delaware, (hereinafter referred to as "the Lessee"),

CONTINENTAL AIRLINES, INC.
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

The purpose of this letter agreement is to amend your employment agreement with Continental Airlines, Inc. (the "Company") to take into account the March 12, 2004 amendment to the definition of "Change in Control" in the Company's various employee benefit plans and programs, including the Incentive Plan 2000 and the Long Term Incentive Performance Award Program. The definition of Change in Control was amended to delete references to certain Excluded Persons and to update those individuals who comprise the Incumbent Board, all as such terms are used in the Change in Control definition. The Company has provided you a copy of the amended Change in Control definition.

CONTINENTAL AIRLINES, INC.
Employment Agreement • April 15th, 2004 • Continental Airlines Inc /De/ • Air transportation, scheduled

The purpose of this letter agreement is to amend your employment agreement with Continental Airlines, Inc. (the "Company") to take into account the March 12, 2004 amendment to the definition of "Change in Control" in the Company's various employee benefit plans and programs, including the Incentive Plan 2000 and the Long Term Incentive Performance Award Program. The definition of Change in Control was amended to delete references to certain Excluded Persons and to update those individuals who comprise the Incumbent Board, all as such terms are used in the Change in Control definition. The Company has provided you a copy of the amended Change in Control definition.

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