STOCK APPRECIATION RIGHT AGREEMENT
STOCK APPRECIATION RIGHT AGREEMENT (this "Agreement")
is granted effective as of July 23, 2007, 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 or
Affiliates (the "Grantee").
W I T N E S S E T H:
WHEREAS, the stockholders of the Corporation approved
the AMR Corporation 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 stock
appreciation rights in respect of shares of the
Corporation's Common Stock (as later defined) to those
individuals selected by the Compensation Committee of the
Board (as later defined) or, in lieu thereof, the Board of
Directors of the Corporation (the "Board"); and
WHEREAS, the Board 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 or Affiliates, 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 $28.59 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,
with any fractional share being payable in cash based on the
Fair Market Value 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 1998
Plan or another shareholder-approved equity compensation
plan to satisfy all payments or distributions under this
Agreement and the 1998 Plan, 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 or Affiliates; (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 or
Affiliates) and the Grantee; except that
(a) If the Grantee's employment by the Corporation (or
any Subsidiary or Affiliate) 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 or Affiliate) 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 or
Affiliate) 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 or Affiliate) is involuntarily
terminated by the Corporation or a Subsidiary or
Affiliate (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 or a Potential
Change in Control of the Corporation, this stock
appreciation right shall become exercisable in
accordance with the 1998 Plan, or its successor.
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 Board 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 1998 Plan (or its
successor). 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 1998 Plan 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. 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 1998 Plan. This
stock appreciation right shall be subject to all the terms
and provisions of the 1998 Plan (or its successor) 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 1998 Plan
(or its successor). Capitalized terms not otherwise defined
herein shall have the meanings set forth for such terms in
the 1998 Plan (or its successor, as applicable).
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
1998 Plan (or its successor) may be made by the Corporation,
without the Grantee's consent, in order to ensure compliance
with Section 409A of the Code and the regulations and other
guidance issued thereunder.
IN WITNESS WHEREOF, this stock appreciation right
agreement is entered into as of the date first above
written.
Grantee AMR Corporation
--------------------------- ----------------------------
Xxxxxxx X. Xxxxxxxx
Corporate Secretary
Grant of SSARS
July 23, 2007
# of
SSARs
Officer Name Granted
X. X. Xxxxx 75,000
X. X. Xxxxxx 34,800
X. X. Xxxxxx 34,800
X. X. Xxxxxxx 19,800
X. X. Xxxxxx 19,800
