Exhibit 10.11(c)
OUTSIDE DIRECTOR STOCK OPTION AGREEMENT
(PURSUANT TO THE TERMS OF THE
CONTINENTAL AIRLINES, INC.
1997 STOCK INCENTIVE PLAN)
This STOCK OPTION AGREEMENT (this "Option Agreement") is between
Continental Airlines, Inc., a Delaware corporation ("Company"),
and _______________ ("Optionee"), and is dated as of the date set
forth immediately above the signatures below.
1. Grant of Option. The Company hereby grants to
Optionee the right, privilege and option as herein set forth (the
"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
Option Agreement. The Shares, when issued to Optionee upon the
exercise of the Option, shall be fully paid and nonassessable.
The Option is granted pursuant to and to implement in part the
Continental Airlines, Inc. 1997 Stock Incentive 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
Option Agreement. Optionee agrees to be bound by all of the
terms, provisions, conditions and limitations of the Plan and
this Option Agreement. 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 Option Agreement unless otherwise provided. The 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 Option shall terminate on ______________.
The period during which the 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 Option shall be $_______ per
Share (which is the Market Value per Share on the date hereof).
4. Vesting. The total number of Shares subject to this
Option shall vest immediately upon the grant hereof.
5. Method of Exercise. To exercise the Option, Optionee
shall deliver an irrevocable written notice to Company (to the
attention of the Secretary of the Company) stating the number of
Shares with respect to which the Option is being exercised
together with payment for such Shares. Payment shall be made (i)
in cash or by check acceptable to Company, (ii) in
nonforfeitable, unrestricted shares of Company's Common Stock
owned by Optionee at the time of exercise of the Option having an
aggregate market value (measured by the Market Value per Share)
at the date of exercise equal to the aggregate exercise price of
the Option being exercised 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
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 Board Service. The 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 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 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 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 Option Agreement. 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 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 Option.
12. Nontransferability of Option. The Option granted
pursuant to this Option Agreement is not transferable other than
by will, the laws of descent and distribution or by qualified
domestic relations order. The 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 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 Option without the
written consent of Optionee.
14. No Guarantee of Board Service. The 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 Optionee's Board 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 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
Option.
17. Severability. In the event that any provision of the
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 Option, and the Option
shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.
18. Governing Law. The Option shall be construed in
accordance with the laws of the State of Delaware to the extent
federal law does not supersede and preempt Delaware law.
IN WITNESS WHEREOF, the parties have entered into this
Option Agreement as of the ___ day of ______, 199_.
"COMPANY"
CONTINENTAL AIRLINES, INC.
By Order of the Administrator
By:__________________________
Name:
Title:
"OPTIONEE"
_____________________________
Name:
