DEFERRED STOCK AWARD AGREEMENT
1998 Long Term Incentive Plan, as amended
This AGREEMENT is made this date, MONTH XX, 2004, by and between AMR
, a Delaware
corporation (the "Corporation"), and FNAME LNAME (the
"Officer"), employee number 000000.
WHEREAS, the stockholders of the Corporation approved the 1998 Long Term
Incentive Plan, as amended (the "1998 Plan") at the Corporation's annual meeting
held on May 20, 1998; and
WHEREAS, the Compensation Committee of the Board of Directors has
determined that Officer is a key executive and has further determined to make an
award of Deferred Stock to the Officer (subject to terms of the 1998 Plan and
this Agreement), as an inducement for the Officer to remain with the Corporation
(or a Subsidiary or Affiliate thereof) and to motivate the Officer during such
NOW, THEREFORE, the Corporation and the Officer hereby agree as follows:
1. Grant of Award.
The Officer is hereby granted as of MONTH XX, 2004 (the "Grant Date") a
Deferred Stock Award (the "Award"), subject to the terms and conditions of this
Agreement, with respect to X,000 shares of Common Stock, $1.00 par value, of the
Corporation (the "Stock"). The shares of Stock covered by the Award will vest,
if at all, in accordance with Section 2. VESTING DATE is hereby established as
the "Vesting Date" of the Award.
2. Distribution of Award.
Distribution of the Award will occur, if at all, in accordance with the
following terms and conditions:
(a) If the Officer is on the payroll of a Subsidiary that is wholly owned
by the Corporation as of the Vesting Date, the Award will be distributed to the
Officer in accordance with the following schedule:
Number of Shares Date of Distribution Tranche
---------------- -------------------- -------
X,000 MM/DD/YYYY 1
Provided, however, if the Officer's employment with the Corporation (or a
Subsidiary or Affiliate thereof) is terminated prior to the complete
distribution of the Award due to the Officer's death, Disability, Retirement, or
termination not for Cause, each an Early Termination, the Award will be
distributed on a prorata basis. The prorata basis will be a percentage where (i)
the numerator is the number of months from the GRANT DATE to the month of Early
Termination, inclusive and (ii) the denominator is 36 for Tranche 1.
For example, assuming an Early Termination occurring in month six, and an Award
of 300 shares for Tranche 1, the distribution would be made with respect to:
Months in # Months # of
Tranche Plan per Tranche Shares Shares
------- --------- ----------- ------ ------
1 6 / 36 X 300 = 50
(b) In the event of a Change in Control or Potential Change in Control of
the Corporation after the Grant Date but prior to the complete distribution of
the Award, the Award will be distributed in accordance with the 1998 Plan or its
(c) Notwithstanding the terms of Section 2(a), the Award will be forfeited
in its entirety if after the Grant Date but prior to the Award's complete
(i) The Officer's employment with the Corporation (or Subsidiary or
Affiliate thereof) is terminated for Cause, or if the Officer terminates his/her
employment with the Corporation (or Subsidiary or Affiliate thereof);
(ii) The Officer becomes an employee of a Subsidiary that is not wholly
owned by the Corporation; or
(iii) The Officer takes a leave of absence without reinstatement rights,
unless otherwise agreed in writing between the Corporation and the Officer.
3. Transfer Restrictions.
Unless otherwise permitted by the CEO, this award is non-transferable
other than by will or by the laws of descent and distribution, and may not be
assigned, pledged or hypothecated and will not be subject to execution,
attachment or similar process. Upon any attempt by the Officer (or the Officer's
successor in the interest after the Officer's death) to effect any such
disposition, or upon the levy of any such process, the Award may immediately
become null and void, at the discretion of the CEO.
This Agreement (a) will be binding upon and inure to the benefit of any
successor of the Corporation, (b) will be governed by the laws of the State of
and any applicable laws of the United States, and (c) may not be amended
without the written consent of both the Corporation and the Officer. No contract
or right of employment will be implied by this Agreement. In the event Officer
does not forward to the Corporation, within the applicable period, required
taxes with respect to any Award distributed pursuant to this Agreement, the
Corporation may withhold from any payments to by made to the Officer by the
Corporation (or any Subsidiary or Affiliate thereof) an amount(s) equal to such
5. Adjustments in Awards.
In the event of a Stock dividend, Stock split, merger consolidation,
re-organization, re-capitalization or other change in the corporate structure of
the Company, appropriate adjustments may be made by the Board of Directors in
the number of shares awarded.
6. Securities Law Requirements.
The Corporation will not be required to issue Stock pursuant to this Award
unless and until (a) such shares have been duly listed upon each stock exchange
on which the Corporation's Stock is registered; and (b) a registration statement
under the Securities Act of 1933 with respect to such shares is then effective.
The CEO may require the Officer to furnish to the Corporation, prior to
distribution of the Stock in connection with this Award, an agreement, in such
form as the CEO may from time to time deem appropriate, in which the Officer
represents that the shares acquired by him/her under the Award are being
acquired for investment and not with a view to the sale or distribution thereof.
7. Incorporation of 1998 Plan Provisions.
This agreement is made pursuant to the 1998 Plan and is subject to all of
the terms and provisions of the 1998 Plan as if the same were fully set forth
herein. Capitalized terms not otherwise defined herein will have the meanings
set forth for such terms in the 1998 Plan, as amended.
IN WITNESS HEREOF, the Officer and the Corporation have executed this
Deferred Stock Agreement as of the day and year first above written.
Officer AMR CORPORATION
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Charles D. MarLett