STOCK APPRECIATION RIGHT AGREEMENT
STOCK
APPRECIATION RIGHT AGREEMENT (this “Agreement”) is granted effective as of July
20, 2009, by AMR Corporation, a Delaware corporation (the “Corporation”), to
[FIRST NAME LAST NAME], employee number [EMPLOYEE NUMBER], an employee of the
Corporation or one of its Subsidiaries (the “Grantee”).
W I T N E
S S E T H:
WHEREAS,
the stockholders of the Corporation approved the AMR Corporation 2009 Long Term
Incentive Plan at the Corporation’s annual meeting held on May 20 2009 (such
plan, as may be amended from time to time, to be referenced the
“LTIP”);
WHEREAS,
the LTIP provides for the grant of stock appreciation rights in respect of
shares of the Corporation’s Common Stock (as later defined) to those individuals
selected by the Compensation Committee (the “Committee”) of the Board of
Directors (the “Board”) or, in lieu thereof, the Board; and
WHEREAS,
the Committee has determined that it is to the advantage and interest of the
Corporation to grant the stock appreciation right provided for herein to the
Grantee as an incentive for Grantee to remain in the employ of the Corporation
or one of its Subsidiaries, and to provide Grantee an incentive to increase the
value of the Corporation’s Common Stock, $1 par value (the “Common
Stock”).
NOW,
THEREFORE:
1. Stock
Appreciation Right Grant. The Corporation hereby grants to the
Grantee effective the date of this Agreement (the “Grant Date”) a stock
appreciation right, subject to the terms and conditions hereinafter set forth,
in respect of an aggregate of [NUMBER] shares of Common Stock. The
base price (“Base Price”) of each such stock appreciation right is $[Base Price]
per share (which is the Fair Market Value of the Common Stock on the date
hereof). The stock appreciation right granted hereby is exercisable
in approximately equal installments on and after the following dates and with
respect to the following number of shares of Common Stock:
|
Exercisable On and After
|
Aggregate Number of
Shares
|
|
First
Anniversary of Grant Date
|
20%
of total award
|
|
Second
Anniversary of Grant Date
|
40%
of total award
|
|
Third
Anniversary of Grant Date
|
60%
of total award
|
|
Fourth
Anniversary of Grant Date
|
80%
of total award
|
|
Fifth
Anniversary of Grant Date
|
100%
of total award
|
provided,
that in no event shall this stock appreciation right be exercisable in whole or
in part ten years from the Grant Date. The right to exercise this
stock appreciation right and to purchase the number of shares comprising each
such installment shall be cumulative, and once such right has become exercisable
it may be exercised in whole at any time and in part from time to time until the
date of termination of the Grantee’s rights hereunder.
2. Restriction
on Exercise. Notwithstanding any other provision hereof, this stock
appreciation right shall not be exercised if at such time such exercise or the
delivery of certificates representing shares of Common Stock purchased pursuant
hereto shall constitute a violation of any rule of the Corporation, any
provision of any applicable federal or state statute, rule or regulation, or any
rule or regulation of any securities exchange on which the Common Stock may be
listed.
3. Exercise. This
stock appreciation right may be exercised with respect to all or any part of the
shares of Common Stock then subject to such exercise in accordance with Section
1 pursuant to whatever procedures may be adopted from time to time by the
Corporation. Upon the exercise of this stock appreciation right, in
whole or in part, the Grantee shall be entitled to receive from the Corporation
a number of shares of Common Stock equal in value to the excess of the Fair
Market Value (on the date of exercise) of one share of Common Stock over the
Base Price, multiplied by the number of shares in respect of which the stock
appreciation right is being exercised. The number of shares to be
issued shall be calculated on the basis of the Fair Market Value of the shares
on the date of exercise. Notwithstanding the foregoing, the Committee
may elect, at any time and from time to time, in lieu of issuing all or any
portion of the shares of Common Stock otherwise issuable upon any exercise of
any portion of this stock appreciation right, to pay the Grantee an amount in
cash or other marketable property of a value equivalent to the aggregate Fair
Market Value on the date of exercise of the number of shares of Common Stock
that the Committee is electing to settle in cash or other marketable
property. Additionally, notwithstanding anything to the contrary
contained in this Agreement, (i) any obligation of the Corporation to pay or
distribute any shares under this Agreement is subject to and conditioned upon
the Corporation having sufficient stock in the LTIP to satisfy all payments or
distributions under this Agreement and the LTIP, and (ii) any obligation of the
Corporation to pay or distribute cash or any other property under this Agreement
is subject to and conditioned upon the Corporation having the right to do so
without violating the terms of any covenant or agreement of the Corporation or
any of its Subsidiaries. The amount of such cash, property, and/or
shares of Common Stock shall be reduced by the aggregate amount of federal,
state and local income taxes and payroll taxes that are required to be withheld
in connection with the payment of such cash, property, and/or shares of Common
Stock.
4. Termination
of Stock Appreciation Right. This stock appreciation right shall
terminate and may no longer be exercised if (i) the Grantee ceases to be an
employee of the Corporation or one of its Subsidiaries; (ii) the Grantee becomes
an employee of a Subsidiary that is not wholly owned, directly or indirectly, by
the Corporation; or (iii) the Grantee takes a leave of absence without
reinstatement rights, unless otherwise agreed in writing between the Corporation
(or one of its Subsidiaries) and the Grantee; except that
(a) If
the Grantee’s employment by the Corporation (or any Subsidiary) terminates by
reason of death, the vesting of the stock appreciation right will be accelerated
and the stock appreciation right will remain exercisable until its
expiration;
(b) If
the Grantee’s employment by the Corporation (or any Subsidiary) terminates by
reason of Disability, the stock appreciation right will continue to vest in
accordance with its terms and may be exercised until its expiration; provided,
however, that if the Grantee dies after such Disability the vesting of the stock
appreciation right will be accelerated and the stock appreciation right will
remain exercisable until its expiration;
(c) Subject
to Section 7(c), if the Grantee’s employment by the Corporation (or any
Subsidiary) terminates by reason of Normal or Early Retirement, the stock
appreciation right will continue to vest in accordance with its terms and may be
exercised until its expiration; provided, however, that if the Grantee dies
after Retirement the vesting of the stock appreciation right will be accelerated
and the stock appreciation right will remain exercisable until its
expiration;
(d) If
the Grantee’s employment by the Corporation (or any Subsidiary) is involuntarily
terminated by the Corporation or a Subsidiary (as the case may be) without
Cause, the stock appreciation right may thereafter be exercised, to the extent
it was exercisable at the time of termination, for a period of three months from
the date of such termination of employment or until the stated term of such
stock appreciation right, whichever period is shorter; and
(e) In
the event of a Change in Control of the Corporation, this stock appreciation
right shall become exercisable in accordance with the LTIP.
5. Adjustments
in Common Stock. 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 shall be made by
the Corporation and the Committee in the number of shares, class or classes of
securities and the base price per share applicable in respect to the stock
appreciation rights subject to this Agreement.
6. Non-Transferability
of Stock Appreciation Right. Unless the Board shall permit (on such
terms and conditions as it shall establish), a stock appreciation right may not
be transferred except by will or the laws of descent and distribution to the
extent provided herein. During the lifetime of the Grantee this stock
appreciation right may be exercised only by him or her (unless otherwise
determined by the Board).
7. Miscellaneous.
(a) This
stock appreciation right (i) shall be binding upon and inure to the benefit of
any successor of the Corporation, (ii) shall be governed by the laws of the
State of Texas, and any applicable laws of the United States, and (iii) may not
be amended without the written consent of both the Corporation and the
Grantee. Notwithstanding the foregoing, this Agreement may be amended
from time to time without the written consent of the Grantee pursuant to Section
10 below and as permitted by the LTIP. No contract or right of employment shall
be implied by this stock appreciation right.
(b) If
this stock appreciation right is assumed or a new stock appreciation right is
substituted therefor in any corporate reorganization (including, but not limited
to, any transaction of the type referred to in Section 424(a) of the Internal
Revenue Code of 1986, as amended (the “Code”)), employment by such assuming or
substituting corporation or by a parent corporation or a subsidiary thereof
shall be considered for all purposes of this stock appreciation right to be
employment by the Corporation.
(c) In
the event the Grantee’s employment is terminated by reason of Early or Normal
Retirement and the Grantee subsequently is employed by a competitor of the
Corporation, the Corporation reserves the right, upon notice to the Grantee, to
declare the stock appreciation right forfeited and of no further
validity.
(d) In
consideration of the Grantee’s privilege to participate in the LTIP and to
receive this stock appreciation right award, the Grantee agrees: (i) not to
disclose any trade secrets of, or other confidential or restricted information
of the Corporation or any of its Subsidiaries to any unauthorized party; (ii)
not to make any unauthorized use of such trade secrets or confidential or
restricted information during or after his or her employment with any Subsidiary
of the Corporation; and (iii) not to solicit any then current employees of any
Subsidiary of the Corporation to join the employee at his or her new place of
employment after such employment has terminated. In addition to all
other rights and remedies available to the Corporation, the failure by the
employee to abide by the foregoing obligations shall result in his or her award
being forfeited in its entirety.
(e) To
the extent the stock appreciation right award is forfeited, any and all rights
of the Grantee under this Agreement shall cease and terminate with respect to
such forfeited award, or portion thereof, without any further obligation on the
part of the Corporation.
8. Securities
Law Requirements. Notwithstanding any provision in the Agreement to
the contrary, the Corporation shall not be required to issue shares upon the
exercise of this stock appreciation right during such period that the
Corporation reasonably anticipates that issuing the shares will violate federal
securities laws or other applicable law. The Corporation may require
the Grantee to furnish to the Corporation, prior to the issuance of any shares
in connection with the exercise of this stock appreciation right, an agreement,
in such form as the Corporation may from time to time deem appropriate, in which
the Grantee represents that the shares acquired by him or her upon such exercise
are being acquired for investment and not with a view to the sale or
distribution thereof.
9. Stock
Appreciation Right Subject to LTIP. This stock appreciation right
shall be subject to all the terms and provisions of the LTIP and the Grantee
shall abide by and be bound by all rules, regulations and determinations of the
Board now or hereafter made in connection with the administration of the
LTIP. Capitalized terms not otherwise defined herein shall have the
meanings set forth for such terms in the LTIP.
10. Section
409A Compliance. This Agreement is intended to avoid, and not
otherwise be subject to, the income inclusion requirements, interest and penalty
taxes of Section 409A of the Code and the regulations and other guidance issued
thereunder, and this stock appreciation right award is not intended to
constitute a deferral of compensation within the meaning of Treasury Regulation
1.409A-1(b) or successor guidance thereto. This Agreement shall be
interpreted in a manner consistent with that intent described
above. In addition to amendments permitted by Section 7(a) above,
amendments to this Agreement and/or the LTIP may be made by the Corporation and
the Committee, without the Grantee’s consent, in order to ensure compliance with
Section 409A of the Code and the regulations and other guidance issued
xxxxxxxxxx.XX
WITNESS WHEREOF, this Agreement is entered into as of the date first above
written.
Grantee AMR
Corporation
--------------------------- ----------------------------
[NAME] Xxxxxxx
X. Xxxxxxxx
Corporate
Secretary
|
Stock
Appreciation Rights
|
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|
Officer
Name
|
Number
of Stock Appreciation Rights Granted
|
|
|
X.X.
Xxxxx
|
377,000
|
|
|
X.X.
Xxxxxx
|
145,850
|
|
|
X.
X. Xxxxxx
|
145,850
|
|
|
X.X.
Xxxxxx
|
145,850
|
|
|
X.X.
Xxxxxxx
|
83,050
|
|
