2003 - 2005 PERFORMANCE UNIT AGREEMENT

 

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                                                                   EXHIBIT 10.60

 

                     2003 - 2005 PERFORMANCE UNIT AGREEMENT

 

         This performance unit agreement ("Agreement") is made this ____ day of

____ 2003, by and between AMR Corporation, a Delaware corporation (the

"Corporation"), and _____________ (the "Employee" or "Recipient"), employee

number ________.

 

         WHEREAS, pursuant to the Performance Unit Program (the "Program")

adopted by the Board of Directors of the Corporation (the "Board"), the Board

has determined to make a Program grant to the Employee of performance units

(subject to the terms of the 2003 Performance Unit Plan (the "2003 Unit Plan")

and this Agreement), as an inducement for the Employee to remain an employee of

the Corporation (or a Subsidiary of Affiliate thereof), and to retain and

motivate such Employee during such employment.

 

         This Agreement sets forth the terms and conditions attendant to the

performance units granted under the 2003 Unit Plan.

 

         1. Grant of Award. The Recipient is hereby granted as of ______, (the

"Grant Date") performance units (the "Award"), subject to the terms and

conditions of this Agreement with respect to _____ performance units

(collectively, the "Units"). The Units covered by the Award shall vest, if at

all, in accordance with Section 2. On the date the Units vest (if at all),

Recipient will receive, net of applicable withholding or applicable social

security taxes, a payment representing the product of (i) the number of vested

Units and (ii) the average of the high and low price of the Corporation's Common

Stock, $1.00 par value per share, on a date chosen by the Board, which date

shall be as soon as practicable after the end of the Measurement Period (as

defined below).

 

         2. Vesting.

 

         (a) The Units will vest, if at all, in accordance with Schedule A,

attached hereto and made a part of this Agreement.

 

         (b) In the event Recipient's employment with the Corporation (or a

Subsidiary or Affiliate thereof) is terminated prior to the end of the three

year measurement period set forth in Schedule A (the "Measurement Period") due

to the Recipient's death, Disability, Retirement or termination not for Cause

(each an "Early Termination") the Award will vest, if at all, on a prorata basis

and will be paid 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). The prorata

shares will be a percentage where the denominator is 36 and the numerator is the

number of months from January 1, 2003 through the month of Early Termination,

inclusive. The Award will be paid to the Recipient at or around the same time as

payments are made to then current employees who have been granted Units under

the 2003 Unit Plan.

 

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         (c) In the event Recipient's employment with the Corporation (or any

Subsidiary or Affiliate thereof) is terminated for Cause, or if the Recipient

terminates his/her employment with the Corporation (or any Subsidiary or

Affiliate thereof), each occurring prior to the payment contemplated by this

Agreement, the Award shall be forfeited in its entirety.

 

         (d) If prior to the payment contemplated by this Agreement, the

Recipient becomes an employee of a Subsidiary that is not wholly owned, directly

or indirectly, by the Corporation, or if the Recipient begins a leave of absence

without reinstatement rights, then in each case the Award shall be forfeited in

its entirety.

 

         (e) In the event of a Change in Control or Potential Change in Control

of the Corporation, the Award shall vest in accordance with the 2003 Unit Plan,

or its successor.

 

         3. 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 Recipient (or the

Recipient's successor in interest after the Recipient's death) to effect any

such disposition, or upon the levy of any such process, the Award may

immediately become null and void, at the discretion of the Board.

 

         4. 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

Recipient. No contract or right of employment shall be implied by this

Agreement.

 

                  In consideration of the employee's privilege to participate in

the Plan, the employee agrees (i) not to disclose any trade secrets of, or other

confidential/restricted information of, American Airlines, Inc. ("American") or

its Affiliates to any unauthorized party and (ii) not to make any unauthorized

use of such trade secrets or confidential or restricted information during his

or her employment with American or its Affiliates or after such employment is

terminated, and (iii) not to solicit any then current employees of American or

any other Subsidiaries of the Corporation to join the employee at his or her new

place of employment after his or her employment with American or its Affiliates

is terminated.

 

         5. Adjustments in Awards. In the event of a Stock dividend, Stock

split, merge