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EXHIBIT 10.37
Grant # XXXX
STOCK OPTION
STOCK OPTION granted _____________, by AMR Corporation, a Delaware
corporation (the "Corporation"), and _____________ ____________, employee number
______, an employee of the Corporation or one of its Subsidiaries or Affiliates
(the "Optionee").
W I T N E S S E T H:
WHEREAS, the stockholders of the Corporation approved the 1998 Long Term
Incentive Plan at the Corporation's annual meeting held on May 20, 1998 (such
plan, as may be amended from time to time, to be referenced the "1998 Plan");
WHEREAS, the 1998 Plan provides for the grant of an option to purchase
shares of the Corporation's Common Stock to those individuals selected by the
Committee or, in lieu thereof, the Board of Directors of AMR Corporation (the
"Board"); and
WHEREAS, the Board has determined that the Optionee is eligible under the
Plan and that it is to the advantage and interest of the Corporation to grant
the option provided for herein to the Optionee as an incentive for Optionee to
remain in the employ of the Corporation or one of its Subsidiaries or
Affiliates, and to encourage ownership by the Optionee of the Corporation's
Common Stock, $1 par value (the "Common Stock").
NOW, THEREFORE:
1. Option Grant. The Corporation hereby grants to the Optionee a
non-qualified stock option, subject to the terms and conditions hereinafter set
forth, to purchase all or any part of an aggregate of ___________ shares of
Common Stock at a price of $ _______________ per share (being the fair market
value of the Common Stock on the date hereof), 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 Number of Shares
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___________ ___________
___________ ___________
___________ ___________
___________ ___________
___________ ___________
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provided, that in no event shall this option be exercisable in whole or in part
ten years from the date hereof and that the Corporation shall in no event be
obligated to issue fractional shares. The right to exercise this option 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 Optionee's rights hereunder.
2. Restriction on Exercise. Notwithstanding any other provision hereof,
this option 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 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. Manner of Exercise. This option may be exercised with respect to all or
any part of the shares of Common Stock then subject to such exercise by written
notice from the Optionee to the Corporation addressed to P.O. Box 619616,
Dallas/Fort Worth Airport, Texas 75261-9616, Attention: Executive Compensation.
Such notice shall be accompanied (i) by the payment of the option price in cash
or by check or (ii) by whatevever other form of payment may be authorized by the
Corporation, and, in the event that at the time of such exercise the shares of
Common Stock as to which this option is exercisable have not been registered
under the Securities Act of 1933, shall include a representation by the Optionee
that at the time of such exercise he is acquiring the shares of Common Stock for
investment only and not with a view to distribution. Subject to compliance by
the Optionee with all the terms and conditions hereof, the Corporation shall
promptly thereafter deliver to the Optionee a certificate or certificates for
such shares with all requisite transfer stamps attached.
4. Termination of Option. This option shall terminate and may no longer be
exercised if (i) the Optionee ceases to be an employee of the Corporation or one
of its Subsidiaries or Affiliates; or (ii) the Optionee becomes an employee of a
Subsidiary that is not wholly owned, directly or indirectly, by the Corporation;
or (iii) the Optionee takes a leave of absence without reinstatement rights,
unless otherwise agreed in writing between the Corporation and the Optionee;
except that
(a) If the Optionee's employment by the Corporation (and any Subsidiary or
Affiliate) terminates by reason of death, the vesting of the option will be
accelerated and the option will remain exerciseable until its expiration;
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(b) If the Optionee's employment by the Corporation (and any Subsidiary or
Affiliate) terminates by reason of Disability, the option will continue to vest
in accordance with its terms and may be exercised until its expiration;
provided, however, that if the Optionee dies after such Disability the vesting
of the option will be accelerated and the option will remain exerciseable until
its expiration;
(c) If the Optionee's employment by the Corporation (and any Subsidiary or
Affiliate) terminates by reason of Normal or Early Retirement, the option will
continue to vest in accordance with its terms and may be exercised until its
expiration; provided, however, that if the Optionee dies after Retirement the
vesting of the option will be accelerated and the option will remain
exerciseable until its expiration;
(d) If the Optionee's employment by the Corporation (and any Subsidiary or
Affiliate) is involuntarily terminated by the Corporation or a Subsidiary or
Affiliate (as the case may be) without Cause, the option 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 option, whichever period is shorter; and
(e) In the event of a Change in Control or a Potential Change in Control of
the Corporation, this option shall become exercisable in accordance with the
1998 Plan, or its successor.
5. Adjustments in Common Stock. In the event of any stock dividend, stock
split, merger, consolidation, reorganization, recapitalization or other change
in the corporate structure, appropriate adjustments may be made by the Board in
the number of shares, class or classes of securities and the price per share.
6. Non-Transferability of Option. Unless the Committee shall permit (on
such terms and conditions as it shall establish), an option may not be
transferred except by will or the laws of descent and distribution to the extent
provided herein. During the lifetime of the Optionee this option may be
exercised only by him or her (unless otherwise determined by the Committee).
7. Miscellaneous.
(a) This option (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 except in writing. No contract or right of employment shall be implied
by this option.
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(b) If this option is assumed or a new option is substituted therefore in
any corporate reorganization (including, but not limited to, any transaction of
the type referred to in Section 425(a) of the Internal Revenue Code of 1986, as
amended), employment by such assuming or substituting corporation or by a parent
corporation or a subsidiary thereof shall be considered for all purposes of this
option to be employment by the Corporation.
(c) In the event the Optionee's employment is terminated by reason of Early
or Normal Retirement and the Optionee subsequently is employed by a competitor
of the Corporation, the Corporation reserves the right, upon notice to the
Optionee, to declare the option forfeited and of no further validity.
8. Securities Law Requirements. The Corporation shall not be required to
issue shares upon the exercise of this option 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 Optionee to furnish to the Corporation, prior to
the issuance of any shares of Stock in connection with the exercise of this
option, an agreement, in such form as the Board may from time to time deem
appropriate, in which the Optionee represents that the shares acquired by him
upon such exercise are being acquired for investment and not with a view to the
sale or distribution thereof.
9. Option Subject to 1998 Plan. This option shall be subject to all the
terms and provisions of the 1998 Plan and the Optionee 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 1998 Plan. Capitalized terms
not otherwise defined herein shall have the meanings set forth for such terms in
the 1998 Plan.
IN WITNESS WHEREOF, the Corporation has executed this Stock Option as of
the day and year first above written.
AMR Corporation
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Optionee Xxxxxxx X. XxxXxxx
Corporate Secretary
