Attached files
Exhibit
10.19
CONTINENTAL
AIRLINES, INC.
Non-Employee
Director Compensation Summary
Effective
February 17, 2010, members of our board of directors who are not full-time
employees of Continental Airlines, Inc. receive the following
compensation:
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$25,000
per year, plus an additional annual fee
of:
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§
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$40,000
for the chairperson of the Audit
Committee;
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§
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$20,000
for the chairperson of the Corporate Governance Committee and Human
Resources Committee;
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$25,000
for members of the Audit Committee (other than the
chairperson);
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$15,000
for members of the Human Resources Committee (other than members who
receive an additional fee for service as the chairperson of a
committee);
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§
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$20,000
for the lead independent director;
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$1,400
($2,100 for the chairperson) for each board and committee meeting
physically attended (other than an Audit Committee
meeting);
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$2,000
($3,000 for the chairperson) for each Audit Committee meeting physically
attended;
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$700
for each board meeting attended by
telephone;
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$350
for each committee meeting attended by telephone ($500 for each Audit
Committee meeting attended by
telephone);
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restricted
stock in an amount equal to $50,000, valued based on the closing price per
share of the company’s common stock on the trading date preceding the date
of grant, awarded following each annual stockholders meeting and upon
election to the board if the member is first elected to the board other
than at an annual stockholders meeting, with the restrictions on such
shares to lapse on the one year anniversary of the grant date (subject to
acceleration of the vesting in limited
circumstances);
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lifetime
flight benefits, comprised of space-available personal and family flight
passes, a travel card permitting positive space travel by the director,
the director’s family and certain other individuals (which is taxable to
the director, subject to reimbursement of certain of such taxes by the
company only during the period of such director’s service on our board,
unless such director had an existing contractual right to such
reimbursements as of May 26, 2009), frequent flyer cards, airport lounge
cards and airport parking where available to Continental at no incremental
cost;
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limited
flight benefits for the surviving spouse for ten years following a
director’s death; and
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$2,500
as compensation for time spent on orientation matters in connection with a
director’s first election to the Board of Directors or the director’s
appointment to a committee of the Board on which he or she has not
recently served.
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In
addition, non-employee directors who conduct Continental business in their
capacities as directors on Continental’s behalf at the request of the board or
the Chairman of the Board are paid (i) for telephone participation in board
and committee meetings as if they were physically present, if their conducting
that business makes it impractical for them to attend the meeting in person, and
(ii) $3,000 per day spent outside the United States while conducting that
business.
All
directors, including those who are full-time employees who serve as directors,
receive reimbursement of expenses incurred in attending meetings. Directors also
receive travel privileges on some other airlines through arrangements entered
into between Continental and such airlines.