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EXHIBIT 10(ppp)
SABRE GROUP
PERFORMANCE SHARE PROGRAM
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of ((DATE)) by and between AMR
Corporation, a Delaware corporation (the "Corporation"), and ((NAME)) (the
"Employee"), employee number ((EN)).
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 SABRE Group Long-Term Incentive Plan
(the "Program") approved 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
((Date)), (the "Grant Date") a Deferred Stock Award (the "Award"), subject to
the terms and conditions hereinafter set forth, with respect to ((PS)) 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. In the event The SABRE Group is the subject of a restructuring event
(where "restructuring event" will include, but not be limited to, a spin-off,
sale (in whole or in part), reorganization, or public offering), this agreement
and the benefits conferred hereunder are subject to termination or
modification, either on a retroactive or prospective basis, at the sole
discretion of the AMR Incentive Compensation Committee.
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.
EMPLOYEE AMR CORPORATION
------------------------------ By:
------------------------------
Xxxxxxx X. XxxXxxx
Corporate Secretary
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Schedule A
The Award hereunder is granted contingent upon The SABRE Group's
attainment of predetermined Total Shareholder Return (TSR) objectives (the
"Objectives") over a three year period beginning January 1, 1995 and ending
December 31, 1997 (the "Measurement Period"). The Objectives will be verified
by the Corporation's General Auditor. 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.
Objective
(SABRE Group Percentage of Award Earned Percentage
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Three-Year TSR) Formula of Award Earned
---------------- ------- ---------------
Less Than 6.3% 0% 0%
6.3% 50% 50%
6.3 - 16.0% (0.175 + (5.155*TSR1)) * 100 51-100%
16.1 - 22.0% (-0.333 + (8.333*TSR1)) * 100 101-150%
22.1 - 46.5% (0.159 + (6.098*TSR1)) * 100 151-299%
Greater than or Equal to 46.6% 300% 300%
__________________________________
TSR expressed as a decimal
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