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EXHIBIT 10.31
CAREER EQUITY PROGRAM
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of ______, 199_, by and between AMR
Corporation, a Delaware corporation (the "Corporation"), to <> <>
(the "Employee"), employee number <>.
WHEREAS, the stockholders of the Corporation approved the 1988
Long Term Incentive Plan, as amended (the "1988 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 l988 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:
x. Xxxxx of Award. The Employee is hereby granted as of
_______, 199_, (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, $l.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
Age Award Vested
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55 85%
56 88%
57 91%
58 94%
59 97%
Share certificates for the number of shares covered by a
vested Award (whether in full or partial) 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 for Cause, 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 after the
initial year). In such case, share certificates for the number of shares so
vested may be issued and delivered to the Employee in five equal annual
installments with the first installment being made one year after the date of
such termination; 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 (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 a writing between the Corporation and the Employee;
or (e) the employee ceases to be a member of management at level 5 and
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above; 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 1988 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 Board approval, 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, 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.
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11. Incorporation of 1988 Plan Provisions. Except as
contemplated by Section 6, this Agreement is made pursuant to the 1988 Plan and
is subject to all of the terms and provisions of the 1988 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 1988 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 Section 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).
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IN WITNESS HEREOF, the Employee and the Corporation have
executed this Career Equity Grant as of the day and year first above written.
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EMPLOYEE AMR CORPORATION
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X. X. XxxXxxx
Corporate Secretary
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