Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - UNITED AIRLINES, INC. | fexhibit992.htm |
| EX-99.1 - EXHIBIT 99.1 - UNITED AIRLINES, INC. | fexhibit991.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT PURSUANT
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TO
SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): January 1,
2010
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CONTINENTAL
AIRLINES, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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DELAWARE
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(State
or Other Jurisdiction of
Incorporation)
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1-10323
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74-2099724
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1600
Smith Street, Dept. HQSEO, Houston, Texas
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77002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
324-2950
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(Registrant’s
Telephone Number, Including Area
Code)
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______________________________________
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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(17
CFR 240.13e-4(c))
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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(c)
As previously announced, Jeff Smisek has assumed the position of Chairman of the
Board, President and Chief Executive Officer of Continental Airlines, Inc. (the
“Company”), effective on January 1, 2010 following the resignation of Larry
Kellner effective on December 31, 2009. In connection with his promotion,
Mr. Smisek has entered into an agreement with the Company dated January 4, 2010
pursuant to which he has agreed to forego his annual salary of $730,000 and any
annual bonus that would otherwise be earned for each calendar year beginning
January 1, 2010 unless the Company makes a profit for such full calendar
year. In the agreement, Mr. Smisek acknowledges that his participation in
certain benefits, such as the Company’s 401(k) plan and employee stock purchase
plan, will be impacted by his salary and annual bonus waiver. The
Company also agrees that if the salary and annual bonus waiver impacts Mr.
Smisek’s participation in welfare benefit plans such as life insurance or
disability, it will provide him equivalent benefits at no additional cost.
The agreement further provides that the salary and annual bonus waiver will not
otherwise affect Mr. Smisek’s rights under his employment agreement, including,
without limitation, Mr. Smisek’s right to participate in any long term incentive
program maintained by the Company and the calculation of benefits based on
salary or annual bonus level.
The
information required to be reported pursuant to Item 5.02(c)(2) of Form 8-K was
included in Item 5.02(c) to the Company's Current Report on Form 8-K dated July
16, 2009, which is incorporated herein by reference. The foregoing
description of the agreement with Mr. Smisek is qualified in its entirety by
reference to the full text of the agreement, which is filed herewith as Exhibit
99.1.
On
January 4, 2010, Mr. Smisek wrote a letter to employees, which the Company
released to the press, concerning his decision to forego his salary and annual
bonus. Mr. Smisek’s letter to employees is filed herewith as Exhibit 99.2
and is incorporated in this Item 5.02 by reference.
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Item
9.01.
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Financial Statements
and Exhibits.
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(d)
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Exhibits
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99.1
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Letter
Agreement dated January 4, 2010 between the Company and Jeff
Smisek
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99.2
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Letter
to employees released to the press
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SIGNATURE
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Pursuant to the requirements of the
Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CONTINENTAL
AIRLINES, INC.
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January
4, 2010
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By
/s/ Lori A.
Gobillot
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Lori
A. Gobillot
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Staff
Vice President and Assistant General
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Counsel
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EXHIBIT
INDEX
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99.1
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Letter
Agreement dated January 4, 2010 between the Company and Jeff
Smisek
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99.2
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Letter
to employees released to the press
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