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EXHIBIT 10.44
Grant___________
CAREER EQUITY PROGRAM
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of ____________, by and between AMR Corporation, a
Delaware corporation (the "Corporation"), and _________ ________ (the
"Employee"), employee number ________.
WHEREAS, the 1998 Long Term Incentive Plan was approved by the shareholders
of the Corporation 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"); and
WHEREAS, pursuant to the Career Equity Program adopted by the Board of
Directors of the Corporation (the "Board"), the Board has determined to make a
Career Equity Program grant to the Employee of Deferred Stock (subject to the
terms of the 1998 Plan and this Agreement), as an inducement for the Employee to
remain an employee of the Corporation, and to retain and motivate such Employee
during his employment with the Corporation.
NOW, THEREFORE, the Corporation and the Employee hereby agree as follows:
1. Grant of Award. The Employee is hereby granted as of ____________, (the
"Grant Date") a Deferred Stock Award (the "Award"), subject to the terms and
conditions hereinafter set forth, with respect to __________ shares of Common
Stock, $1.00 par value, of the Corporation ("Stock"). The shares of Stock
covered by the Award shall vest in accordance with Sections 2, 3, 4, 5, and 6
hereof.
2. Vesting - Normal Retirement or Early Retirement. In the event of the
termination of Employee's employment with the Corporation (or any Subsidiary or
Affiliate thereof) on or after the Grant Date due to Normal Retirement (which is
defined as retirement from employment with the Corporation, or any Subsidiary or
Affiliate thereof, at or after age 60), the shares of Stock covered by the Award
shall become fully vested.
In the event of the termination of the Employee's employment with the
Corporation (or any Subsidiary or Affiliate thereof) on or after the Grant Date
due to Early Retirement (which is defined as an early retirement from employment
with the Corporation, or any Subsidiary or Affiliate thereof, at or after age 55
but before age 60), the shares of stock covered by the Award shall vest in
accordance with the following schedule:
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Percentage of
Award
Age Vested
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55 85%
56 88%
57 91%
58 94%
59 97%
Employee will receive pro rata vesting for each full month of employment in
partial years.
Subject to Sections 4 and 7, share certificates for the number of shares
covered by a vested Award shall be issued and delivered to the Employee on or
about the date of Retirement.
Notwithstanding anything to the contrary contained herein and for the
purposes of this Award, in order to be eligible for the benefits hereunder
associated with Early Retirement, the recipient must be entitled to receive
early retirement pension benefits under the then existing policies of the
Corporation, Subsidiary or Affiliate, as applicable.
3. Vesting - Death or Disability. In the event of the termination of
Employee's employment with the Corporation (or any Subsidiary or Affiliate
thereof) on or after the Grant Date due to the Employee's death or Disability,
the shares of Stock covered by the Award shall vest at a rate of 20% for each
full year of employment with the Corporation (or any Subsidiary or Affiliate
thereof) after the Grant Date (with pro rata vesting for each full month of
employment in partial years). In such case, share certificates for the number of
shares so vested shall be issued and delivered 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 60 days after the Employee's death or Disability.
4. Vesting - Termination Not for Cause. If the Employee's employment with
the Corporation (or any Subsidiary or Affiliate thereof) is terminated on or
after the Grant Date by the Corporation (or any Subsidiary or Affiliate thereof)
other than pursuant to Section 5, the shares of Stock covered by the Award shall
vest at a rate of 10% for each full year of employment with the Corporation (or
any Subsidiary or Affiliate thereof) after the Grant Date (with pro rata vesting
for each full month of employment in partial years); provided, that no shares of
Stock shall vest under this Section 4 if the Employee has not been employed for
at least one full year after the Grant Date. Share certificate(s) for the number
of shares that vest pursuant to this Section 4 shall be issued and delivered to
the Employee (i) in five equal annual installments with the first installment
being made one year after the date of such termination, or (ii) in one share
certificate, to be issued within 90 days of the date of such termination, in
each case, at
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the option of the Corporation; provided, however, that in the event of such
termination, vesting of the shares under the Award as provided herein may be
predicated upon the Employee agreeing to such terms and conditions as required
by the Corporation, including, but not limited to, non-competition and
non-disclosure agreements.
5. Vesting - Termination for Cause; Other. In the event that (a) the
Employee's employment with the Corporation (or any Subsidiary or Affiliate
thereof) is terminated for Cause; or (b) the Employee terminates his employment
with the Corporation, or any Subsidiary or Affiliate thereof, (other than for
reasons of Retirement or Disability); or (c) the Employee becomes an employee of
a Subsidiary that is not wholly owned, directly or indirectly, by the
Corporation; or (d) the Employee takes a leave of absence without reinstatement
rights, unless otherwise agreed in writing between the Corporation and the
Employee; or (e) the Employee is no longer a management level employee at the
time his/her employment with the Corporation (or any Subsidiary or Affiliate
thereof) is terminated, then all shares of Stock covered by the Award shall be
forfeited.
6. Vesting - Change in Control; Potential Change in Control. In the event
of a Change in Control or Potential Change in Control of the Corporation, shares
under the Award shall vest in accordance with the 1998 Plan or its successor.
7. Elective Deferrals. At any time at least 12 months prior to the date of
the Employee's Retirement, the Employee may elect in writing, subject to
approval by the Corporation, to voluntarily defer the receipt of the shares of
Stock covered by the Award for a specified additional period beyond the date of
the Employee's termination of employment (the "Elective Deferral Period"). Any
shares deferred pursuant to this Section 7 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 shares 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 Board receives written notification of death.
8. 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 shall immediately
become null and void, at the discretion of the Board.
9. 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,
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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. In the event
Employee does not forward to the Corporation, within the applicable period,
required taxes with respect to any Award distributed pursuant to this Agreement,
the Corporation may withhold from any payments to be made to the Employee by the
Corporation (or any Subsidiary or Affiliate thereof), an amount(s) equal to such
taxes.
10. Securities Law Requirements. The Corporation shall not be required to
issue shares 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 any shares of 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.
11. Incorporation of 1998 Plan Provisions. This Agreement is made pursuant
to the 1998 Plan and is subject to all of the terms and provisions of the 1998
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 1998
Plan.
12. Participation in Long-Term Incentive Plans. If at the time of i)
Employee's Retirement from the Corporation (or any Subsidiary or Affiliate
thereof) or ii) the termination of Employee's employment with the Corporation
(or any Subsidiary or Affiliate thereof) for reasons contemplated by Sections 3
or 4, the Employee has received payment(s) under the terms of a long-term
incentive plan(s) adopted by any Subsidiary or Affiliate of the Corporation, the
Employee agrees that in lieu of the shares of Stock that have vested pursuant to
this award, the Employee will receive shares of stock having a fair market value
as of the vesting date equal to the positive difference, if any, between the
fair market value (as of the vesting date) of the shares of Stock that have
vested hereunder and the aggregate nominal value of the payment(s) made under
such long-term incentive plan(s).
EMPLOYEE AMR CORPORATION
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X. X. XxxXxxx
Corporate Secretary
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