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EXHIBIT 10.66
STOCK OPTION
2003 EMPLOYEE STOCK INCENTIVE PLAN
STOCK
OPTION granted JULY 26, 2004, by AMR Corporation, a Delaware
corporation (the "Corporation"), and FNAME
LNAME, employee number 000000, an
employee of the Corporation or one of its
Subsidiaries or Affiliates (the
"Optionee").
W I T N E S S E T H:
WHEREAS,
the Board of Directors of the Corporation (the "Board"), has
approved the 2003 Employee Stock Incentive
Plan (such plan, as may be amended
from time to time, to be referenced the
"2003 Plan"); and
WHEREAS,
the 2003 Plan provides for the grant of an option to purchase
shares of the Corporation's Common Stock
(as later defined) to those individuals
selected by the Committee or, in lieu
thereof, the Board of Directors of AMR
Corporation (the "Board"); and
WHEREAS,
the Board has determined that the Optionee is eligible under
the
2003 Plan and that it is to the advantage
and interest of the Corporation to
grant the option provided for herein to the
Optionee as an incentive for
Optionee to remain in the employ of the
Corporation or one of its Subsidiaries
or Affiliates, and to encourage ownership
by the Optionee of the Corporation's
Common Stock, $1 par value (the "Common
Stock").
NOW,
THEREFORE:
1.
Option
Grant. The Corporation hereby grants to the Optionee a
non-qualified stock option, subject to the
terms and conditions hereinafter set
forth, to purchase all or any part of an
aggregate of X,000 shares of Common
Stock at a price of $XX.XX per share (being
the fair market value of the Common
Stock on the date hereof), exercisable in
approximately equal installments on
and after the following dates and with
respect to the following number of shares
of Common Stock:
<TABLE>
<CAPTION>
Exercisable On
and After
Number of Shares
------------------------
----------------
<S>
<C>
7/26/2005
X,000
---------
-----
7/26/2006
X,000
---------
-----
7/26/2007
X,000
---------
-----
7/26/2008
X,000
---------
-----
7/26/2009
X,000
---------
-----
</TABLE>
1
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provided, that in no event shall this
option be exercisable in whole or in part
ten years from the date hereof and that the
Corporation shall in no event be
obligated to issue fractional shares. The
right to exercise this option 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 Optionee's rights hereunder.
2.
Restriction on Exercise. Notwithstanding any other provision
hereof,
this option 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.
Manner of
Exercise. This option may be exercised with respect to all
or any part of the shares of Common Stock
then subject to such exercise pursuant
to whatever procedures may be adopted by
the Corporation. In the event that at
the time of such exercise the shares of
Common Stock as to which this option is
exercisable have not been registered under
the Securities Act of 1933, the
Optionee will make a representation that
he/she is acquiring the shares of
Common Stock for investment only and not
with a view to distribution. Subject to
compliance by the Optionee with all the
terms and conditions hereof, the
Corporation or its agent shall promptly
thereafter deliver to the Optionee a
certificate or certificates for such shares
with all requisite transfer stamps
attached. (In the event of a cashless
exercise, the Corporation or its agent
will pay to the Optionee the appropriate
cash amount, less required
withholdings.)
4.
Termination of Option. This option shall terminate and may no
longer
be exercised if (i) the Optionee ceases
to
