<Page> 64 Exhibit 10.1
STOCK OPTION
STOCK OPTION granted________by AMR Corporation, a Delaware
corporation (the "Corporation"), and ______ ______ employee number
________, 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 stockholders of the Corporation approved the
1998 Long Term Incentive Plan at the Corporation's annual meeting
held on May 20, 1998 (such plan, as may be amended from time to
time, to be referenced the "1998 Plan");
WHEREAS, the 1998 Plan provides for the grant of an option to
purchase shares of the Corporation's Common Stock to those
individuals selected by the Committee or, in lieu thereof, the
Board of Directors of AMR Corporation (the "Board"); and
WHEREAS, the Board has determined that the Optionee is
eligible under the 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 ______ shares of Common Stock at a price of
$______ 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
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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 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, unless otherwise agreed in writing
between the Corporation and the Optionee; except that
(a) If the Optionee's employment by the Corporation (and
any Subsidiary or Affiliate) terminates by reason of death, the
vesting of the option will be accelerated and the option will
remain exerciseable until its expiration;
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(b) If the Optionee's employment by the Corporation (and
any Subsidiary or Affiliate) terminates by reason of Disability,
the option will continue to vest in accordance with its terms and
may be exercised until its expiration; provided, however, that if
the Optionee dies after such Disability the vesting of the option
will be accelerated and the option will remain exerciseable until
its expiration;
(c) Subject to Section 7(c), if the Optionee's employment
by the Corporation (and any Subsidiary or Affiliate) terminates
by reason of Normal or Early Retirement, the option will continue
to vest in accordance with its terms and may be exercised until
its expiration; provided, however, that if the Optionee dies
after Retirement the vesting of the option will be accelerated
and the option will remain exerciseable until its expiration;
(d) If the Optionee's employment by the Corporation (and
any Subsidiary or Affiliate) is involuntarily terminated by the
Corporation or a Subsidiary or Affiliate (as the case may be)
without Cause, the option may thereafter be exercised, to the
extent it was exercisable at the time of termination, for a
period of three months from the date of such termination of
employment or until the stated term of such option, whichever
period is shorter; and
(e) In the event of a Change in Control or a Potential
Change in Control of the Corporation, this option shall become
exercisable in accordance with the 1998 Plan, or its successor.
5. Adjustments in Common Stock. In the event of any stock
dividend, stock split, merger, consolidation, reorganization,
recapitalization or other change in the corporate structure,
appropriate adjustments may be made by the Board in the number of
shares, class or classes of securities and the price per share.
6. Non-Transferability of Option. Unless the Committee
shall permit (on such terms and conditions as it shall establish),
an option may not be transferred except by will or the laws of
descent and distribution to the extent provided herein. During the
lifetime of the Optionee this option may be exercised only by him
or her (unless otherwise determined by the Committee).
7. Miscellaneous.
(a) This option (i) shall be binding upon and inure to the
benefit of any successor of the Corporation, (ii) shall be
governed by the laws of the State of Texas, and any applicable
laws of the United States, and (iii) may not be amended except in
writing. No contract or right of employment shall be implied by
this option.
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(b) If this option is assumed or a new option is substituted
therefore in any corporate reorganization (including, but not
limited to, any transaction of the type referred to in Section
425(a) of the Internal Revenue Code of 1986, as amended),
employment by such assuming or substituting corporation or by a
parent corporation or a subsidiary thereof shall be considered for
all purposes of this option to be employment by the Corporation.
(c) In the event the Optionee's employment is terminated by
reason of Early or Normal Retirement and the Optionee subsequently
is employed by a competitor of the Corporation, the Corporation
reserves the right, upon notice to the Optionee, to declare the
option forfeited and of no further validity.
(d) In consideration of the employee's privilege to
participate in the Plan, the employee agrees (i) not to disclose
and 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 current
employees of American or any subsidiaries of AMR to join the
employee at his or her new place of employment after his or her
employment with American or its Affiliates is terminated.
8. Securities Law Requirements. The Corporation shall not
be required to issue shares upon the exercise of this option
unless and until (a) such shares have been duly listed upon each
stock exchange on which the Corporation's Stock is then
registered; and (b) a registration statement under the Securities
Act of 1933 with respect to such shares is then effective.
The Board may require the Optionee to furnish to the
Corporation, prior to the issuance of any shares of Stock in
connection with the exercise of this option, an agreement, in such
form as the Board may from time to time deem appropriate, in which
the Optionee represents that the shares acquired by him upon such
exercise are being acquired for investment and not with a view to
the sale or distribution thereof.
9. Option Subject to 1998 Plan. This option shall be
subject to all the terms and provisions of the 1998 Plan and the
Optionee shall abide by and be bound by all rules, regulations and
determinations of the Board now or hereafter made in connection
with the administration of the 1998 Plan. Capitalized terms not
otherwise defined herein shall have the meanings set forth for
such terms in the 1998 Plan.
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IN WITNESS WHEREOF, the Corporation has executed this Stock
Option as of the day and year first above written.
AMR Corporation
______________________________ ____________________________
Optionee Charles D. MarLett
Corporate Secretary