exhibit 10. 1 confidentiality and non - competition agreement this confidentiality and non - competition agreement ( “ agreement ” ) is made and entered into as of the 23rd day of april, 2009 ( the “ effective date ” ) by and between continental airlines, inc., a delaware corporation, ( “ company ” ) and jeffery a. smisek ( “ executive ” ). company and executive may sometimes be referred to herein collectively as the “ parties ” and individually as a “ party. ” recitals : whereas, company has entered into framework agreements with united, lufthansa and air canada, pursuant to which company plans to develop an extensive alliance relationship ; whereas, company has received tentative approval of its application with the u. s. department of transportation ( “ dot ” ) for approval to join united and a group of eight other carriers within the star alliance that already hold antitrust immunity and final approval by the dot would enable company and the immunized star alliance carriers to work closely together to deliver highly competitive international flight schedules, fares and service ; whereas, company, united, lufthansa and air canada additionally have requested dot approval to establish a trans - atlantic joint venture to create a more efficient and comprehensive trans - atlantic network ( together with the framework agreements and the antitrust immunity, “ project star alliance ” ) ; whereas, project star alliance will involve highly confidential negotiations that could be disrupted should there be any distribution outside of company of confidential information pertaining to these negotiations ; whereas, company anticipates that as a result of project star alliance and upon receipt of final antitrust immunity from dot, company will generate, distribute within the alliance and receive competitively sensitive and highly confidential information, including information from allied entities, and such information will necessarily require protection from disclosure for both business purposes and compliance with legal agreements ; whereas, it is the intention of company to involve executive in project star alliance, and in the management and performance evaluation of any resulting alliances ; whereas, in conjunction with executive ’ s involvement in project star alliance and the management and performance evaluation of any resulting alliances, company will provide executive with highly confidential information that must be protected from unauthorized distribution outside company ; whereas, it is important and necessary to the company ’ s legitimate business interests that the confidential information to be provided to executive by company in relation to project star alliance and management of any resulting alliances is protected and not to be distributed publicly. agreement : now, therefore, company and executive agree as follows