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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 emp
