EXHIBIT 99.2
2003 - 2005 PERFORMANCE SHARE PLAN
FOR OFFICERS AND KEY EMPLOYEES, AS AMENDED AND RESTATED
AS OF MARCH 29, 2006
Purpose
The purpose of the 2003 - 2005 AMR Corporation Performance Share
Plan ("Plan") for Officers and Key Employees is to provide greater
incentive to officers and key employees of the subsidiaries and
affiliates of AMR Corporation ("AMR" or the "Corporation") to
achieve the highest level of individual performance and to meet or
exceed specified goals which will contribute to the success of the
Corporation.
The Plan is adopted under the 2003 Employee Stock Incentive Plan
(the "ESIP").
Definitions
For purposes of the Plan, the following definitions will control:
"Affiliate" is defined as a subsidiary of AMR or any entity that
is designated by the Committee as a participating employer under
the Plan, provided that AMR directly or indirectly owns at least
20% of the combined voting power of all classes of stock of such
entity.
"Committee" is defined as the Compensation Committee, or its
successor, of the AMR Board of Directors (the "Board").
"Comparator Group" is defined as the six major U.S. based carriers
including AMR Corporation, Continental Airlines, Inc., Delta Air
Lines, Inc., Northwest Airlines Corp., Southwest Airlines Co., and
UAL Corporation.
"Measurement Period" is defined as the three year period beginning
January 1, 2003, and ending December 31, 2005.
"Total Shareholder Return (TSR)" is defined as the rate of return
reflecting stock price appreciation plus reinvestment of dividends
over the Measurement Period. The average Daily Closing Stock
Price (adjusted for splits and dividends) for the three months
prior to the beginning and ending points of the Measurement Period
will be used to smooth out market fluctuations.
"Daily Closing Stock Price" is defined as the stock price at the
close of trading (4:00 PM EST) of the National Exchange on which
the stock is traded.
"National Exchange" is defined as one of the New York Stock
Exchange (NYSE), the National Association of Stock Dealers and
Quotes (NASDAQ), or the American Stock Exchange (AMEX).
Accumulation of Award
Any distribution under the Plan will be determined by (i) the
Corporation's TSR rank within the Comparator Group and (ii) the
terms and conditions of the award agreement between the
Corporation and the employee. The distribution percentage of a
target award, based on rank, is specified below:
Granted Target Award - Percent of Target Based on Rank
Rank 6 5 4 3 2 1
Payout % 0% 50% 75% 100% 135% 175%
In the event that a carrier (or carriers) in the Comparator Group
ceases to trade on a National Exchange at any point in the
Measurement Period, the following distribution percentage of a
target award, based on rank and the number of remaining
comparators, will be used accordingly.
5 Comparators
Granted Target Award - Percent of Target Based on Rank
Rank 5 4 3 2 1
Payout % 50% 75% 100% 135% 175%
4 Comparators
Granted Target Award - Percent of Target Based on Rank
Rank 4 3 2 1
Payout % 75% 100% 135% 175%
3 Comparators
Granted Target Award - Percent of Target Based on Rank
Rank 3 2 1
Payout % 50% 135% 175%
Administration
The Committee will have authority to administer and interpret the
Plan, establish administrative rules, approve eligible
participants, and take any other action necessary for the proper
and efficient operation of the Plan. The distribution percentage
of a target award, if any, will be determined based on an audit of
AMR's TSR rank by the General Auditor of American Airlines, Inc.
("American"). A summary of awards under the Plan will be provided
to the Board at the first regular meeting following determination
of the awards. Awards, if any, will be distributed in cash and
stock. The Committee will determine the precise allocation between
cash and stock on April 19, 2006. The Cash Payment will be made on
April 28, 2006, and any such payment will be based upon the Fair
Market Value of the Corporation's Common Stock on April 19, 2006,
or such date the award is approved for payment by the Committee.
The Stock Distribution under this Plan will be distributed on
April 20, 2006, or on the business day that immediately follows
the date on which the Committee approves the distribution of an
award.
General
Neither this Plan nor any action taken hereunder will be construed
as giving any employee or participant the right to be retained in
the employ of American or an Affiliate.
Nothing in the Plan will be deemed to give any employee any right,
contractually or otherwise, to participate in the Plan or in any
benefits hereunder, other than the right to receive an award as
may have been expressly awarded by the Committee subject to the
terms and conditions of the award agreement between the
Corporation and the employee.
In the event of any act of God, war, natural disaster, aircraft
grounding, revocation of operating certificate, terrorism, strike,
lockout, labor dispute, work stoppage, fire, epidemic or
quarantine restriction, act of government, critical materials
shortage, or any other act beyond the control of the Corporation,
whether similar or dissimilar, (each a "Force Majeure Event"),
which Force Majeure Event affects the Corporation or its
Subsidiaries or its Affiliates, the Committee, in its sole
discretion, may (i) terminate or (ii) suspend, delay, defer (for
such period of time as the Committee may deem necessary), or
substitute any awards due currently or in the future under the
Plan, including, but not limited to, any awards that have accrued
to the benefit of participants but have not yet been paid, in any
case to the extent permitted under Proposed Treasury Regulation
1.409A-3(d) and/or 1.409A-3(e), or successor guidance thereto.
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 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 its
Affiliates to join the employee at his or her new place of
employment after his or her employment with American or its
Affiliates is terminated. The failure by the employee to abide by
the foregoing obligations will result in the award being forfeited
in its entirety.
The Committee may amend, suspend, or terminate the Plan at any
time.