Exhibit 10.1
2005 - 2007
PERFORMANCE UNIT AGREEMENT
This
performance unit
agreement (this "Agreement") is
made as of this date, July 25, 2005, by and
between AMR
Corporation, a Delaware corporation (the
"Corporation"), and
FNAME LNAME (the "Employee"), employee
number 000000.
WHEREAS,
pursuant to the 2005/2007 Performance Unit
Plan for Officers and Key Employees
(the "2005 Unit
Plan")
attached to this Agreement as Schedule A and
incorporated
herein, and the Performance Unit Program (the
"Program")
adopted by the Board of Directors of the
Corporation (the
"Board"), the Compensation Committee
of the Board (the
"Committee") has determined to make a
Program grant to
the
Employee of performance units (subject to
the terms of
the
Program and this Agreement), as an inducement for the
Employee to remain an employee of the
Corporation
(or a
Subsidiary or 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 2005
Unit Plan.
1. Grant of Award. The Employee is hereby granted
as
of July 25, 2005, (the "Grant Date")
performance units (the
"Award"), subject to the terms and conditions of this
Agreement with respect to 0,000 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), the
Employee 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, as of the date the Units vest
(payment shall be
made
as defined below).
2. Vesting.
(a) The Units will vest and be paid, if at
all, in
accordance with the terms of the Program attached as
Schedule A, which is made a part of this
Agreement.
(b) In the event Employee'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 Employee's death, "Disability" (as
defined in
section 409A(a)(2)(C) of the Internal
Revenue Code of
1986,
as amended (the "Code")), Retirement
or termination not for
Cause (each an "Early Termination") the
Award will vest,
if
at all, 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 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 January 1, 2005
through the month of
Early
Termination, inclusive. This pro-rata Award will be paid
to
the Employee at the same time as
payments are made to
then
current employees who have been granted
Units under the 2005
Unit Plan, subject to Section 2(f) of this
Agreement.
(c) In the event the Employee's
employment with
the
Corporation (or a Subsidiary or Affiliate thereof) is
terminated for Cause, or if the Employee
terminates his/her
employment with the Corporation (or a 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 Employee becomes an employee
of a Subsidiary
that is not wholly owned, directly or
indirectly, by
the
Corporation, or if the Employee 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 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 such event, the Vesting Date
shall be the date
of the Change in Control.
The term "Change in
Control" is
defined for purposes of this Agreement in
Section 6.
(f) Notwithstanding the provisions of
Section 2(b), if the
Employee is a person subject to section
409A(a)(2)(B)(i)
of
the Code, any payment on account of Retirement or
termination not for Cause of the Employee
shall be delayed
until the sixth month anniversary of the
date of separation
from employment due to Retirement or termination
not for
Cause.
3. Transfer Restrictions.
Unless otherwise
permitted
by the Committee, this Award is
non-transferable other 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 Employee (or the Employee's
successor in interest after the Employee's
death) to effect
any such disposition, or upon any such
process, the Award
may immediately become null and void,
at the discretion
of
the Committee.
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 Employee.
No contract or right
of
employment shall be implied by this
Agreement.
In the event the
Employee's employment is terminated by
reason of Retirement and the Employee subsequently is
employed by a competitor of the Corporation prior to
complete payment of the Award, the
Corporation reserves
the
right, upon notice to the Employee, to declare
the Award
forfeited and of no further validity.
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,
