Exhibit 10.2
DEFERRED UNIT AWARD AGREEMENT
This AGREEMENT made this date, July 25, 2005, by and
between AMR Corporation, a Delaware corporation (the
"Corporation"), and First Last (the "Employee"), employee
number 000000.
WHEREAS, the Compensation Committee (the "Committee")
of the Board of Directors has determined that the Employee
is a key employee and has further determined to make an
award of Deferred Units to the Employee as an inducement for
the Employee to remain with the Corporation (or a Subsidiary
or Affiliate thereof) and to motivate the Employee during
such employment.
NOW, THEREFORE, the Corporation and the Employee hereby
agree as follows:
1. Grant of Award.
The Employee is hereby granted as of July 25, 2005 (the
"Grant Date") a Deferred Unit Award (the "Award"), subject
to the terms and conditions of this Agreement, with respect
to 0,000 Deferred Units (the "Units"). The Units covered by
the Award will vest, if at all, in accordance with Section 2
hereof. July 25, 2008, is hereby established as the
"Vesting Date" of the Award.
2. Distribution of Award.
Payment with respect to the Award, on the Vesting Date,
will occur, if at all, in accordance with the following
terms and conditions:
(a) If the Employee is on the payroll of a Subsidiary
that is wholly owned by the Corporation as of the Vesting
Date, a payment (determined in accordance with Section 4 of
this Agreement) will be made to the Employee in accordance
with the following schedule:
Number of Units Vesting Date
0,000 7/25/2008
Payment under this Section 2(a) will be made within 30
days of the Vesting Date.
(b) In the event the Employee's employment with the
Corporation (or a Subsidiary or Affiliate thereof) is
terminated prior to the Vesting Date due to the Employee's
death, Disability, Retirement or termination not for Cause
(each an "Early Termination"), the Award will vest on a pro-
rata basis and will be paid to the Employee (or, in the
event of the Employee's death, the Employee's designated
beneficiary for the purposes of the Award, or in the absence
of an effective beneficiary designation, the Employee's
estate). The pro-rata basis will be a percentage where the
denominator is 36 and the numerator is the number of months
from the Grant Date through the month of Early Termination,
inclusive. The pro-rata Award will be paid to the Employee
(or, in the event of the Employee's death, the Employee's
designated beneficiary for the purposes of the Award, or in
the absence of an effective beneficiary designation, the
Employee's estate) within 60 days after the Employee's
death, date of separation from employment due to Retirement
or termination not for Cause or Disability subject in all
cases to Section 2(e). For purposes of this Section 2(b),
"Disability" shall mean "disability" as defined in section
409A(a)(2)(C) of the Internal Revenue Code of 1986, as
amended (the "Code"). The amount of the payout will be
calculated in accordance with Section 4.
(c) In the event of a Change in Control of the
Corporation prior to the complete distribution of the Award,
the Award will be paid within 60 days of the date of the
Change in Control. In such event, the Vesting Date referred
to in Sections 1 and 4 of this Agreement shall be the date
of the Change in Control. The term "Change in Control" is
defined for purposes of this Agreement in Section 7.
(d) Notwithstanding the terms of Section 2(a), 2(b) or
2(c), the Award will be forfeited in its entirety if prior
to the Vesting Date:
(i) The Employee's employment with the
Corporation (or a Subsidiary or Affiliate
thereof) is terminated for Cause, or if the
Employee terminates his/her employment with
the Corporation (or a Subsidiary or Affiliate
thereof);
(ii) The Employee becomes an employee of a
Subsidiary that is not wholly owned by the
Corporation; or
(iii)The Employee takes a leave of absence without
reinstatement rights, unless otherwise agreed in writing
between the Corporation (or a Subsidiary or Affiliate
thereof) and the Employee.
(e) Notwithstanding the provisions of Section 2(b), if the
Employee is a person subject to section 409A(a)(2)(B)(i) of
the Code, any payment on account of Retirement or
termination not for Cause of the Employee shall be delayed
until the sixth month anniversary of the date of the
Employee's separation from employment due to Retirement or
termination not for Cause.
3. Transfer Restrictions.
Unless otherwise permitted by the Committee, 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
Employee (or the Employee's successor in the interest after
the Employee's death) to effect any such disposition, or
upon the commencement of any such process, the Award may
immediately become null and void, at the discretion of the
Committee.
4. Determining the payment.
The amount of the payment shall be determined by the
product of: [the number of Units that have vested] and [the
Fair Market Value of one share of the Corporation's Common
Stock on the Vesting Date]. The Corporation will withhold
from the cash payment any and all taxes.
5. Miscellaneous.
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 Texas and any
applicable laws of the United States, and (c) may not be
amended without the written consent of both the Corporation
and the Employee. No contract or right of employment will
be implied by this Agreement.
In consideration of the Employee's privilege to
participate in the Plan, the Employee agrees (i) not to
disclose any trade secrets of, or other
confidential/restricted information of, American Airlines,
Inc. ("American") or its Affiliates to any unauthorized
party and (ii) not to make any unauthorized use of such
trade secrets or confidential or restricted information
during his or her employment with American or its Affiliates
or after such employment is terminated, and (iii) not to
solicit any then current employees of American or any other
Subsidiaries of the Corporation to join the Employee at his
or her place of employment after his or her employment with
American or its Affiliates is terminated.
The Employee shall not have the right to defer payment
of the Award. Except as provided in this Agreement, the
Committee and Corporation shall not accelerate payment of
the Award.
6. 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 Corporation,
appropriate adjustments may be made by the Committee in the
number of Units awarded.
7. Definitions.
Capitalized terms not otherwise defined in this
Agreement shall have the meanings set forth for such terms
in the Corporation's 2003 Employee Stock Incentive Plan.
For purposes of Section 2(c), the term "Change in Control"
shall mean a "change in ownership or effective control", or
"change in ownership of the assets" of the Corporation, as
determined pursuant to Internal Revenue Service Notice 2005-
1 (or successor guidance thereto under section 409A of the
Code).
8. American Jobs Creation Act.
Amendments to this Agreement may be made by the
Corporation, without the Employee's consent, in order to
ensure compliance with the American Jobs Creation Act of
2004.
IN WITNESS HEREOF, the Employee and the Corporation
have executed this Deferred Unit Agreement as of the day and
year first above written.
Employee AMR CORPORATION
______________________________ _____________________
Xxxxxxx X. XxxXxxx
Corporate Secretary
Grant of Deferred Units
July 25, 2005
# of Deferred
Officer Name Units Granted
Xxxxxx Xxxxx 24,000
Xxxxx Xxxx 16,500
Xxxxxx Xxxxxx 16,500
Xxxx Xxxxxxx 10,000
Xxxxxxx Xxxxxxx 4,200
