I. Flow Through Agreement
1. In the event that a Controlling interest in the Company is acquired by an air carrier or an Entity which owns or is owned by an air carrier (other than an Affiliate of the Company), the Letter of Agreement regarding Continental Airlines Employment Opportunities and Furlough Protection, dated October 10, 1997 shall immediately terminate upon the effective date of an operational merger, provided that if the acquirer does not effect a merger of airline operations, the Letter shall continue to be effective and binding until it expires by its terms.
2. In the event that a Controlling interest in the Company is acquired by another Entity, the Company will require, as a condition of any such acquisition, that the
Letter of Agreement regarding Continental Airlines Employment Opportunities and Furlough Protection, dated October 10, 1997 shall continue in effect and be binding on the acquirer until it expires by its terms.
Part 7 - Retained Management Rights
A. Except as restricted by the express terms of this Agreement and the practices under any prior Agreement, the Company shall retain all rights to manage and operate its business and work force, including but not limited to the right to sell or discontinue all or part of the business; to sell or lease aircraft or facilities; to determine where and when to operate scheduled or unscheduled flights; to determine its marketing methods and strategies, and to enter into code sharing, affiliation or Marketing Agreements with other carriers; to invest (including equity investments) in other business entities including, without limitation, other air carriers; and to determine the type of aircraft it will utilize.
B. The exercise of any right reserved herein to management in a particular manner, or the non-exercise of such right, shall not operate as a waiver of the Company’s rights hereunder, or preclude the Company from exercising the right in a different manner.
C. The parties agree that any past practices, employment policies, interim agreements, or other understandings established prior to August 31, 1995 shall not create any contractual or legal obligation to continue such practices, policies, agreements or understandings following the effective date of this Agreement.
Part 8 - Expedited Board of Adjustment Procedures
The Company agrees to arbitrate any grievance filed by the Association alleging a violation of this Section 1 on an expedited basis directly before the System Board of Adjustment sitting with a neutral arbitrator mutually acceptable to both parties. If a mutually agreed upon arbitrator cannot be selected within three (3) days of the filing, an arbitrator will be selected pursuant to Section 20 of this Agreement. The dispute shall be heard no later than thirty (30) days following the submission to the system board (subject to the availability of the arbitrator), and shall be decided no later than thirty (30) days following submission, unless the parties agree otherwise in writing.
Part 9 - Foreign Domiciles
A. The Company shall not establish any pilot domiciles outside of the United States or its territories, without providing advance, written notice to and bargaining with the Association at least ninety (90) days prior to any System or Adjustment Bid establishing such domicile.
B. In the event the Company opens a pilot crew domicile outside of the United States or its territories, pilots assigned to such domicile shall be covered by all terms of this Agreement and shall continue to enjoy all the rights, privileges and immunities of the Railway Labor Act during their foreign service.
C. Disputes concerning pilots based at foreign domiciles shall be heard by the System Board of Adjustment pursuant to Section 20 of this Agreement and Part 8 of this Section, as appropriate, and the decision of the System Board in such cases shall be enforceable in
any court of competent jurisdiction in the United States to the same extent and in the same manner as other cases arising pursuant to Section 20 of this Agreement and/or Part 8 of this Section.
Part 10 - Cabotage
The Company shall not allow its code to be used on flights of foreign carriers carrying local revenue passengers or cargo traffic between airports within the United States or its territories.
Part 11 - Commuter Air Carriers
A. The Company or its Affiliates may create, acquire, maintain an equity position in, and/or enter into Marketing Agreements with Continental commuter carriers. Revenue flying by any Continental commuter carrier pursuant to a Marketing Agreement with the Company shall be subject to the limitations set forth below.
1. Continental commuter carriers shall not, using the Company’s code, operate jet aircraft having seating capacity between sixty (60) and eighty (80) seats into or out of the Company’s hub airports, except that such operations may be conducted if the origin or destination is an NWA hub airport (e.g., MEM - IAH) so long as a Marketing Agreement between NWA and Continental remains in effect.
2. No Marketing Agreement with a Continental commuter carrier utilizing jets shall be entered into or continued unless the Company is in compliance with the protections prescribed by Part 4.B of this Section.
B. The Company will review with the union changes in flying by Continental commuter carriers which substitute commuter flying using the Company’s code for flying that is or could be flown by the Company. The Association agrees to treat the information provided in such review as confidential.
Part 12 - Other Labor Protective Provisions
A. Prior to September 1, 2002, the Company shall not furlough any pilot who was on the Continental System Seniority List as of the date of execution of this Agreement or April 1, 1998, whichever is earlier.
B. The Company shall be excused from compliance with the provisions of paragraph A above in the event that a circumstance over which the Company does not have control is the cause of such non-compliance. Circumstances beyond the Company’s control shall be: an act of nature; an ongoing labor dispute; grounding or repossession of a substantial number of the Company’s aircraft by a government agency or court order; loss or destruction of the Company’s aircraft; involuntary reduction in flying operations due to either a decrease in available fuel supply or other critical materials for the Company’s operation; revocation of the Company’s operating certificate(s); war emergency; or a substantial delay in the delivery of aircraft scheduled for delivery.