Exhibit 10.4
STOCK OPTION
2003 Employee Stock Incentive Plan
STOCK OPTION granted July 25, 2005, by AMR Corporation, a
Delaware corporation (the "Corporation"), and FNAME LNAME,
employee number 000000, 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 Board of Directors of the Corporation (the
"Board"), has approved the 2003 Employee Stock Incentive Plan
(such plan, as may be amended from time to time, to be referenced
the "2003 Plan"); and
WHEREAS, the 2003 Plan provides for the grant of an option to
purchase shares of the Corporation's Common Stock (as later
defined) to those individuals selected by the Compensation
Committee or, in lieu thereof, the Board of Directors of the
Corporation (the "Board"); and
WHEREAS, the Board has determined that the Optionee is
eligible under the 2003 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 0,000 shares of Common Stock at a price of $x.xx
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
7/25/2006 X,000
7/25/2007 X,000
7/25/2008 X,000
7/25/2009 X,000
7/25/2010 x,000
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/she 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 (or one of its Subsidiaries or Affiliates)
and the Optionee; except that
(a) If the Optionee's employment by the Corporation (or any
Subsidiary or Affiliate) terminates by reason of death, the
vesting of the option will be accelerated and the option will
remain exercisable until its expiration;
(b) If the Optionee's employment by the Corporation (or 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 exercisable until
its expiration;
(c) Subject to Section 7(c), if the Optionee's employment
by the Corporation (or 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 exercisable until its expiration;
(d) If the Optionee's employment by the Corporation (or 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 2003 Plan, or its successor.
5. Adjustments in Common Stock. In the event of a 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 Board 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 Board).
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 without
the written consent of both the Corporation and the Optionee. No
contract or right of employment shall be implied by this option.
(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 Optionee's privilege to
participate in the 2003 Plan, the Optionee 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 Optionee 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 2003 Plan. This option shall be
subject to all the terms and provisions of the 2003 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 2003 Plan. Capitalized terms not
otherwise defined herein shall have the meanings set forth for
such terms in the 2003 Plan.
10. American Jobs Creation Act. Amendments to this Agreement
may be made by the Corporation, without the Employee's consent,
in order to ensure compliance with the American Jobs Creation Act
of 2004. And, further, amendments may be made to the 2003 Plan to
ensure such compliance which amendments may impact this Agreement.
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