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EXHIBIT 10(ooo)
PERFORMANCE SHARE PROGRAM
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of October 4, 1995, by and between AMR
Corporation, a Delaware corporation (the "Corporation"), and ((FI)). ((MI)).
((NAME)) (the "Employee"), employee number ((EMP)).
WHEREAS, the stockholders of the Corporation approved the 1988 Long
Term Incentive Plan (the "1988 Plan") at the Corporation's annual meeting held
on May 18, 1988; and
WHEREAS, pursuant to the Performance Share Program (the "Program")
adopted by the Board of Directors of the Corporation (the "Board"), the Board
has determined to make a Program grant to the Employee of Deferred Stock
(subject to the terms of the l988 Plan and this Agreement), as an inducement
for the Employee to remain an employee of the Corporation (or a Subsidiary or
Affiliate thereof), and to retain and motivate such Employee during such
employment.
NOW, THEREFORE, the Corporation and the Employee hereby agree as
follows:
x. Xxxxx of Award. The Employee is hereby granted as of October 4,
1995, (the "Grant Date") a Deferred Stock Award (the "Award"), subject to the
terms and conditions hereinafter set forth, with respect to ((SHARES)) shares
of Common Stock, $l.00 par value, of the Corporation ("Stock"). The shares of
Stock covered by the Award shall vest in accordance with Section 2.
2. Vesting. (a) The Award will vest, if at all, in accordance
with Schedule A, attached hereto and made a part of this Agreement.
(b) In the event of the termination of Employee's
employment with the Corporation (or a Subsidiary or Affiliate thereof) prior to
the end of three year measurement period set forth in Schedule A (the
"Measurement Period") due to the Employee's death, Disability, Retirement or
termination not for Cause (each an "Early Termination") the Award will vest, if
at all, on a prorata basis and will be paid to the Employee (or, in the event
of the Employee's death, the Employee's designated beneficiary for purposes of
the Award, or in the absence of an effective beneficiary designation, the
Employee's estate) within 90 days following the end of the Measurement Period.
The prorata share will be a percentage where the denominator is 36 and the
numerator is the number of months from January 1, 1995 through the month of the
Early Termination, inclusive.
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(c) In the event of the termination of Employee's
employment with the Corporation (or any Subsidiary or Affiliate thereof) for
Cause, or if the Employee terminates his employment with the Corporation (or
any Subsidiary or Affiliate thereof) the Award shall be forfeited in its
entirety.
(d) In the event of a Change in Control or Potential
Change in Control of the Corporation, the Award shall vest in accordance with
the l988 Plan.
3. Elective Deferrals. At any time at least 12 months prior to the
end of the Measurement Period, the Employee may elect in writing, subject to
Board approval, to voluntarily defer the receipt of the Stock for a specified
additional period beyond the end of the Measurement Period (the "Elective
Deferral Period"). Any Stock deferred pursuant to this Section 3 shall be
issued to the Employee within 60 days after the end of the Elective Deferral
Period. In the event of the death of the Employee during the Elective Deferral
Period, the Stock so deferred shall be issued to the Employee's designated
Beneficiary (or to the Employee's estate, in the absence of an effective
beneficiary designation) within 60 days after the Corporation receives written
notification of death.
4. Transfer Restrictions. This Award is non-transferable otherwise
than by will or by the laws of descent and distribution, and may not otherwise
be assigned, pledged or hypothecated and shall not be subject to execution,
attachment or similar process. Upon any attempt by the Employee (or the
Employee's successor in interest after the Employee'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 Board.
5. Miscellaneous. This Agreement (a) shall be binding upon and inure
to the benefit of any successor of the Corporation, (b) shall 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 shall be implied by this
Agreement. If this Award is assumed or a new award is substituted therefore in
any corporate reorganization, employment by such assuming or substituting
corporation or by a parent corporation or subsidiary or affiliate thereof shall
be considered for all purposes of this Award to be employment by the
Corporation.
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6. Securities Law Requirements. The Corporation shall 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 then registered; and (b) a registration statement under the Securities Act
of 1933 with respect to such shares is then effective.
The Board may require the Employee to furnish to the Corporation,
prior to the issuance of the Stock in connection with this Award, an agreement,
in such form as the Board may from time to time deem appropriate, in which the
Employee represents that the shares acquired by him under the Award are being
acquired for investment and not with a view to the sale or distribution
thereof.
7. Incorporation of l988 Plan Provisions. This Agreement is made
pursuant to the l988 Plan and is subject to all of the terms and provisions of
the l988 Plan as if the same were fully set forth herein. Capitalized terms
not otherwise defined herein shall have the meanings set forth for such terms
in the l988 Plan.
IN WITNESS HEREOF, the Employee and the Corporation have executed this
Performance Share Grant as of the day and year first above written.
EMPLOYEE AMR CORPORATION
------------------------------ By:
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Xxxxxxx X. XxxXxxx
Corporate Secretary
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Schedule A
The Award hereunder is granted contingent upon the Corporation's
attainment of predetermined cash flow objectives (the "Objectives") over a
three year period beginning January 1, 1995 and ending December 31, 1997 (the
"Measurement Period"). The Objectives will be determined by the Corporation's
cumulative operating cash flow to net assets over the Measurement Period, as
determined by the General Auditor of American Airlines, Inc. and as verified by
the Corporation's independent public accountants. The amount, if any, of the
Award to be paid following the Measurement Period will be dependent upon the
actual Objective for the Measurement Period and the Corporation's standing with
respect to the Objective relative to four competitors (United, Delta, Southwest
and USAir, or such substitute as may be designated by the Board or any
committee thereof).
AMR Relative Standing
Comparative Airlines Percent of Award Earned
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1st 75% 100% 125% 150% 175%
2nd 50% 75% 100% 125% 150%
3rd 25% 50% 75% 100% 125%
4th 0% 25% 50% 75% 100%
5th 0% 0% 0% 0% 0%
Objective Attained Less Than 5.25% 5.25%- 6.75%- 8.25% Equal to or Greater Than 9.25%
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6.749% 8.249% 9.249%
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