Exhibit 99.4
DEFERRED SHARE AWARD AGREEMENT,
AS AMENDED AND RESTATED AS OF JANUARY 16, 2007
This Deferred Share Award Agreement (the "Agreement")
is amended and restated as of January 16, 2007, by and
between AMR Corporation, a Delaware corporation (the
"Corporation"), and an officer or key employee of one of the
Corporation's Subsidiaries (the "Employee") as identified in
the notification sent to the Employee described below (the
"Notification").
WHEREAS, pursuant to the AMR Corporation 1998 Long Term
Incentive Plan, as amended (the "LTIP"), the Compensation
Committee of the Board of Directors (the "Committee") has
determined that the Employee is an officer or key employee
and has further determined to make an award of deferred
shares from and pursuant to the LTIP to the Employee as an
inducement for the Employee to remain with one of the
Corporation's Subsidiaries and to motivate the Employee
during such employment.
NOW, THEREFORE, the Corporation and the Employee hereby
agree as follows:
1. Grant of Award.
The Employee is hereby granted effective as of the
grant date set forth in the Notification (the "Grant Date")
a deferred share award (the "Award"), subject to the terms
and conditions of this Agreement, as amended and restated,
with respect to the number of shares of Common Stock set
forth in the Notification (the "Shares"). Subject to the
terms and conditions of this Agreement, the Shares covered
by the Award will vest, if at all, in accordance with
Section 2 hereof, on July 25, 2008 (such date hereby
established as the "Vesting Date" of the Award).
2. Distribution of Award.
Distribution with respect to the Award, on the Vesting
Date, will occur, if at all, in accordance with the
following terms and conditions:
(a) If the Employee is on the payroll of a Subsidiary
that is wholly owned by the Corporation as of the Vesting
Date, the Shares will be distributed to the Employee on or
about July 25, 2008.
(b) In the event the Employee's employment with a
Subsidiary of the Corporation is terminated prior to the
Vesting Date 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
Shares covered by the Award will vest on a pro-rata basis
and will be distributed to the Employee (or, in the event of
the Employee's death, the Employee's designated beneficiary
for the 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 the Grant Date through the month of Early Termination,
inclusive. The pro-rata Award will be distributed (subject
to Section 2(e) hereof) to the Employee (or, in the event of
the Employee's death, the Employee's designated beneficiary
for the purposes of the Award, or in the absence of an
effective beneficiary designation, the Employee's estate) at
the same time as Awards are made to then current employees
who have Awards under the Plan, subject to Section 2(e) of
this Agreement.
(c) In the event of a Change in Control of the
Corporation (as defined in Section 5 hereof) after the
Vesting Date but prior to the distribution of the Award, the
Award will be distributed in accordance with the terms of
the LTIP.
(d) Notwithstanding the terms of Section 2(a), 2(b) or
2(c), the Award will be forfeited in its entirety if prior
to the Vesting Date:
(i) The Employee's employment with a Subsidiary
of the Corporation is terminated for Cause,
or if the Employee terminates his/her
employment with a Subsidiary of the
Corporation;
(ii) The Employee becomes an employee of a
Subsidiary that is not wholly owned by the
Corporation; or
(iii) The Employee takes a leave of absence without
reinstatement rights, unless otherwise agreed in writing
between the Corporation (or a Subsidiary or Affiliate
thereof) and the Employee.
(e) 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 the
Employee's 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 be assigned, pledged
or hypothecated and will not be subject to execution,
attachment or similar process. Upon any attempt by the
Employee (or the Employee's successor in the interest after
the Employee's death) to effect any such disposition, or
upon the commencement of any such process, the Award may
immediately become null and void, at the discretion of the
Committee.
4. [Intentionally omitted]
5. Miscellaneous.
This Agreement (a) will be binding upon and inure to
the benefit of any successor of the Corporation, (b) will 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. Notwithstanding the foregoing, this
Agreement may be amended from time to time without the
written consent of the Employee pursuant to Section 8 below
and as permitted by the LTIP (or its successor). No
contract or right of employment will 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 employment is terminated, and (iii) not to
solicit any then current employees of American or any other
Subsidiaries of the Corporation to join the Employee at his
or her 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 shall
result in the Award being immediately forfeited in its
entirety.
For purposes of Section 2(c) hereof, the term "Change
in Control" will mean a "change in ownership" or "change in
effective control", or "change in ownership of the assets"
of the Corporation, as determined pursuant to Internal
Revenue Service Notice 2005-1 (or successor guidance thereto
under section 409A of the Code).
The Employee shall not have the right to defer
distribution of the Award. Except as provided in this
Agreement, the Committee and Corporation will not accelerate
distribution of the Award.
Notwithstanding anything in this Agreement to the
contrary, the Committee may elect, at any time and from time
to time, in lieu of issuing all or any portion of the
Shares, to make substitutions for such Shares, all to the
effect that the employee will receive cash or other
marketable property of a value equivalent to what the
Employee would have received in a stock distribution.
Capitalized terms not otherwise defined herein shall
have the meanings set forth for such terms in the LTIP.
6. Adjustments in Awards.
In the event of a Stock dividend, Stock split, merger,
consolidation, re-organization, re-capitalization or other
change in the corporate structure of the Corporation,
appropriate adjustments shall be made by the Committee in
the number of Shares awarded.
7. Prior Deferred Unit Awards.
In consideration of this amended and restated
Agreement, the Employee irrevocably agrees that any prior
award granted to the Employee under a 2005 Deferred Unit
Agreement, as hereby amended and restated, is hereby
forfeited in its entirety and will hereafter be of no
further effect and such prior award is replaced in its
entirety with the Award granted under this Agreement.
8. American Jobs Creation Act.
In addition to amendments permitted by Section 5 above,
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.
IN WITNESS HEREOF, the Employee and the Corporation
have executed this Agreement as of the day and year first
above written.
Employee AMR CORPORATION
______________________________ __________________________
Kenneth W. Wimberly
Corporate Secretary
Name of Executive Number of 2005 Deferred
Shares Granted
G.J. Arpey 24,000
D. P. Garton 16,500
G.F. Kennedy 10,000
R.W. Reding 10,000