EXHIBIT 10.73
DEFERRED UNIT AWARD AGREEMENT
This AGREEMENT made this date, JULY 26, 2004, by and between AMR
Corporation, a Delaware corporation (the "Corporation"), and FNAME LNAME (the
"Employee"), employee number 000000.
WHEREAS, the Compensation Committee of the Board of Directors has
determined that the Employee is a key employee and has further determined to
make an award of Deferred Units to the Employee as an inducement for the
Employee to remain with the Corporation (or a Subsidiary or Affiliate thereof)
and to motivate the Employee during such employment.
NOW, THEREFORE, the Corporation and the Employee hereby agree as follows:
1. Grant of Award.
The Employee is hereby granted as of JULY 26, 2004 (the "Grant Date") a
Deferred Unit Award (the "Award"), subject to the terms and conditions of this
Agreement, with respect to 0,000 Deferred Units (the "Units"). The Units covered
by the Award will vest, if at all in accordance with Section 2 hereof. VESTING
DATE is hereby established as the "Vesting Date" of the Award.
2. Distribution of Award.
Payment with respect to the Award, on the Vesting Date, will occur, if at
all, in accordance with the following terms and conditions:
(a) If the Employee is on the payroll of a Subsidiary that is wholly owned
by the Corporation as of the Vesting Date, a payment (determined in accordance
with Section 4 of this Agreement) will be made to the Employee in accordance
with the following schedule:
Number of Units Vesting Date
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0,000 7/26/2007
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(b) In the event the Employee's employment with the Corporation (or a
Subsidiary or Affiliate thereof) is terminated prior to the Vesting Date set
forth in section 2 (a), due to the employee's death, Disability, Retirement or
termination not for Cause (each an "Early Termination), the Award will vest on a
pro-rata basis and will be paid to the Employee (or, in the event of the
Employee's death, the Employee's designated beneficiary for the purposes of the
Award, or in the absence of an effective beneficiary designation, the Employee's
estate). The
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pro-rata basis will be a percentage where the denominator is 36 and the
numerator is the number of months from the Grant Date through the month of Early
Termination, inclusive. The pro-rata Award will be paid to the Employee (or, in
the event of the Employee's death, the Employee's designated beneficiary for the
purposes of the Award, or in the absence of an effective beneficiary
designation, the Employee's estate) within 60 days after the Employee's death or
Disability (the payment will be determined in accordance with Section 4).
(c) In the event of a Change in Control or Potential Change in Control of
the Corporation after the Vesting Date but prior to the complete distribution of
the Award, the Award will be paid in accordance with the 2003 Employee Stock
Incentive Plan, as may be amended, or it's successor (the "2003 Plan").
(d) Notwithstanding the terms of Section 2(a), (b), (c), the Award will be
forfeited in its entirety if prior to the Vesting Date:
(i) The Employee's employment with the Corporation (or Subsidiary
or Affiliate thereof) is terminated for Cause, or if the
Employee terminates his/her employment with the Corporation
(or Subsidiary or Affiliate thereof);
(ii) The Employee becomes an employee of a Subsidiary that is not
wholly owned by the Corporation; or
(iii) The Employee takes a leave of absence without reinstatement
rights, unless otherwise agreed in writing between the
Corporation and the Employee.
3. Transfer Restrictions.
Unless otherwise permitted by the Corporation, this award is
non-transferable other than by will or by the laws of descent and distribution,
and may not be assigned, pledged or hypothecated and will not be subject to
execution, attachment or similar process. Upon any attempt by the Employee (or
the Employee's successor in the 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 Corporation.
4. Determining the payment.
The amount of the payment shall be determined by the product of: [the
number of Units that have vested] and [the Fair Market Value of one share of the
Corporation's Common Stock on the date the Units vest]. The Corporation will
withhold from the cash payment any and all taxes.
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5. Miscellaneous.
This Agreement (a) will be binding upon and inure to the benefit of any
successor of the Corporation, (b) will 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 will be implied by this Agreement.
In consideration of the Employee's privilege to participate in the Plan,
the Employee agrees (I) not to disclose any trade secrets of, or other
confidential/restricted information of, American Airlines, Inc. ("American") or
its Affiliates to any unauthorized party and (ii) not to make any unauthorized
use of such trade secrets or confidential or restricted information during his
or her employment with American or its Affiliates or after such employment is
terminated, and (iii) not to solicit any then current employees of American or
any other Subsidiaries of the Corporation to join the Employee at his or her
place of employment after his or her employment with American or its Affiliates
is terminated.
Capitalized terms not otherwise defined herein shall have the meanings set
forth for such terms in the 2003 Plan.
6. Adjustments in Awards.
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 may be made by the Board of Directors
in the number of Units awarded.
IN WITNESS HEREOF, the Employee and the Corporation have executed this
Deferred Unit Agreement as of the day and year first above written.
Employee AMR CORPORATION
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Xxxxxxx X. XxxXxxx
Corporate Secretary
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