Exhibit 10.2
DEFERRED UNIT AWARD AGREEMENT
This
AGREEMENT made this
date, July 25, 2005,
by and
between AMR Corporation, a Delaware corporation (the
"Corporation"), and First Last (the "Employee"),
employee
number 000000.
WHEREAS,
the Compensation Committee (the
"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 25, 2005 (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. July 25, 2008, 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
0,000
7/25/2008
Payment under
this Section 2(a) will be made within 30
days of the Vesting Date.
(b) In the event the Employee's
employment with
the
Corporation (or a Subsidiary or Affiliate thereof) is
terminated prior to the Vesting Date 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 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, date of separation from employment
due to Retirement
or termination not for Cause or
Disability subject in
all
cases to Section 2(e). For purposes of this Section
2(b),
"Disability" shall mean "disability" as
defined in
section
409A(a)(2)(C) of the Internal Revenue Code of 1986, as
amended (the "Code"). The amount of
the payout will be
calculated in accordance with Section
4.
(c) In the event of a Change in Control of the
Corporation prior to the complete
distribution of the Award,
the Award will be paid within 60 days of the
date of the
Change in Control. In
