Exhibit 10.4
STOCK OPTION
2003 Employee Stock Incentive Plan
STOCK
OPTION granted July 25, 2005, 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 Compensation
Committee or, in lieu thereof, the Board of
Directors of the
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 0,000 shares of Common Stock at a price
of $x.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:
Exercisable On and After
Number of Shares
7/25/2006
X,000
7/25/2007
X,000
7/25/2008
X,000
7/25/2009
X,000
7/25/2010
x,000
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 be
an
employee of the Corporation or one of its Subsidiaries or
Affiliates; or (ii) the Optionee becomes an employee of a
Subsidiary that is not wholly owned, directly
or indirectly,
by
the Corporation; or (iii) the Optionee
takes a leave of
absence
without reinstatement rights,
