25 Exhibit 10.1
AMR CORPORATION
1999 Directors' Stock Appreciation Rights Plan
SECTION 1. Purpose, Definitions.
The purpose of the AMR Corporation 1999 Directors' Stock
Appreciation Rights Plan is to enable AMR Corporation to attract
and retain qualified Directors for the Board and to strengthen
the mutuality of interests between the Directors and the
Company's shareholders by offering such Directors' Stock
Appreciation Rights.
For purposes of the Plan, the following terms will be
defined as set forth below:
(a) "Award" mean a grant of Stock Appreciation Rights
pursuant to this Plan.
(b) "Board" means the Board of Directors of the Company.
(c) A "Change in Control" means the happening of any of
the following:
(i) When any "person" as defined in Section 3(a)(9) of
the Exchange Act and as used in Sections 13(d) and
14(d) thereof, including a "group" as defined in
Section 13(d) of the Exchange Act but excluding the Company,
any Subsidiary or any employee benefit plan sponsored or
maintained by the Company or any Subsidiary (including any
trustee of such plan acting as trustee), directly or
indirectly, becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act, as amended from time to
time), of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the
Company's then outstanding securities;
(ii) The individuals who, as of the Effective Date of
this Plan, constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a
Director subsequent to the Effective Date of the Plan whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority
of the Directors then comprising the Incumbent Board will be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of Directors or other
actual or threatened solicitation of proxies or consents by
or on behalf of a person other than the Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition
of assets of another corporation (a "Business Combination"), in
each case, unless, following such Business Combination: (A) all
or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the then outstanding shares
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of Stock of the Company and the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of Directors immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than sixty percent (60%) of, respectively, the then
outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of Directors, as the case may be, of
the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all
of the Company's assets either directly or through one or more
subsidiaries); (B) no person (excluding any employee benefit plan
(or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or
indirectly, fifteen percent (15%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed
prior to the Business Combination; and (C) at least a majority of
the members of the board of Directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(d) "Committee" means the Committee referred to in
Section 2 of the Plan.
(e) "Company" means AMR Corporation, a corporation
organized under the laws of the State of Delaware, or any
successor corporation.
(f) "Director" means a duly elected member of the Board of
Directors who is not also an employee of the Company or any
Subsidiary or Affiliate.
(g) "Disability" means disability as determined under
procedures established by the Committee for purposes of this
Plan.
(h) "Early Retirement" means retirement from active service
on the Board, with the express consent of the Board, before a
Director reaches mandatory retirement age.
(i) Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.
(j) "Fair Market Value" means, as of any given date, the
mean between the highest and lowest quoted selling price, regular
way, of the Stock on the New York Stock Exchange or, if no such
sale of Stock occurs on the New York Stock Exchange on such date,
the fair market value of the Stock as determined by the Committee
in good faith.
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(k) "Normal Retirement" means retirement from active
service on the Board at the then applicable mandatory retirement
age.
(l) "Plan" means this AMR Corporation 1999 Directors' Stock
Appreciation Rights Plan, as it may be amended from time to time.
(m) "Retirement" means Normal or Early Retirement.
(n) "Stock" means the Common Stock, $1.00 par value per
share, of the Company.
(o) "Stock Appreciation Right" or "SAR" means the right
pursuant to a grant under Section 4 to surrender to the Company
all (or a portion) of an Award in exchange for a cash amount
equal to the difference between: (i) the Fair Market Value, as of
the date such SAR is surrendered; and (ii) the base price of such
SAR.
SECTION 2. Administration.
(a) The Plan will be administered by a committee of not
less than two members of the Board, who will be appointed by, and
serve at the pleasure of, the Board. The functions of the
Committee specified in the Plan will be exercised by the Board,
if and to the extent that no Committee exists which has the
authority to so administer the Plan.
(b) The Committee will have full authority to grant to
Directors, pursuant to the terms of the Plan, Stock Appreciation
Rights.
(c) In particular, the Committee will have the authority:
(i) to select the Directors to whom SARs may from time
to time be granted hereunder;
(ii) subject to the provisions of Section 3, to
determine the number of SARs to be covered by each Award;
and
(iii) to determine the terms and conditions, not
inconsistent with the terms of this Plan, of an Award
(including, but not limited to, any restriction or
limitation on, or any vesting acceleration regarding, such
Award based in each case on such factors as the Committee
will determine in its sole discretion).
(d) The Committee will have the authority: to adopt, alter
and repeal such rules, guidelines and practices governing the
Plan as it will, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any Award (and any
agreements relating thereto); and to otherwise supervise the
administration of the Plan.
(e) All decisions made by the Committee pursuant to the
provisions of the Plan will be made in the Committee's sole
discretion and will be final and binding on all persons,
including the Company and the Directors.
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SECTION 3. Number of SARs; Forfeiture;
Reorganization
(a) The total number of SARs that may be granted under the
Plan is 300,000, as such number may be adjusted pursuant to
Section 3(d).
(b) The Committee will have the authority to grant an Award
to a Director; provided, in no event will the number of SARs
granted to any one Director during any calendar year exceed
5,000, as such number may be adjusted pursuant to Section 3(d).
(c) If any SARs that have been awarded cease to be subject
to an Award or otherwise terminate without a cash payment being
made to the Director, such SARs will again be available for
distribution in connection with future Awards to Directors.
(d) In the event of any merger,
reorganization, consolidation,
recapitalization, stock dividend, stock split
or other change in corporate structure
affecting the Stock, such substitution or
adjustment will be made in the aggregate
number of SARs remaining to be issued under
the Plan and in the number and purchase price
of outstanding SARs, as may be determined to
be appropriate by the Committee, in its sole
discretion, provided that the number of SARs
subject to any Award will always be a whole
number.
SECTION 4. Stock Appreciation Rights.
(a) An SAR may be exercised by a Director in accordance
with the procedures established by the Committee. Upon such
exercise, the Director will be entitled to receive a cash amount
determined in accordance with Section 4(g).
(b) The base price for an SAR will be the Fair Market Value
on the date the SAR is granted.
(c) SARs will be exercisable at such time or times and
subject to such terms and conditions as will be determined by the
Committee; provided, however, that except as determined by the
Committee, no SAR will be exercisable (i) prior to the first
anniversary date of its grant and (ii) more than ten (10) years
after its grant date. If the Committee provides, in its sole
discretion, that any SAR is exercisable only in installments, the
Committee may waive such installment provisions at any time in
whole or in part, based on such factors as the Committee will
determine, in its sole discretion.
(d) Unless the Committee will permit (on such terms and
conditions as it will establish) an SAR to be transferred to a
member of the Director's immediate family or to a trust or
similar vehicle for the benefit of such immediate family members,
no SAR will be assignable or transferable except by will or the
laws of descent and distribution, and except to the extent
required by law, no right or interest of any Director in an SAR
will be subject to any lien, obligation or liability of the
Director.
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(e) If a Director's service on the Board terminates by
reason of death, Disability or Retirement, any SAR held by such
Director may thereafter be exercised in accordance with the terms
and conditions established by the Committee.
(f) Unless otherwise determined by the Committee, if a
Director's service on the Board terminates for any reason other
than death, Disability or Retirement, the SAR will thereupon
terminate.
(g) Upon the exercise of an SAR, a Director will be
entitled to receive an amount in cash equal in value to the
excess of the Fair Market Value over the base price per share
specified in the related SAR multiplied by the number of SARs
being exercised.
(h) In the event of a Change in Control, any SARs
awarded under the Plan not previously exercisable and vested will
become fully exercisable and vested. In the event that the
transaction giving rise to the Change of Control is intended to
be accounted for as a pooling of interest transaction, each
Director shall receive, in lieu of a cash payment, the greatest
number of whole shares of the class of common stock of the
corporation whose common stock in publicly traded following the
transaction as in equal to the quotient of (i) the product of (1)
the excess of (A) the Fair Market Value over (B) the base price
of an SAR, times (2) the number of shares of stock related to the
SAR, divided by (ii) the mean of the highest and lowest quoted
selling prices, regular way, of a share of such common stock on
the principal securities exchange or national quotation system on
which such stock is listed or qualified to trade. If the Change
of Control does not relate to a pooling of interest transaction,
each Director will receive a cash amount in lieu of his SARs
equal to the dollar amount determined under subclause (i) of the
immediately preceding sentence.
SECTION 5. Amendments and Termination.
(a) The Board may amend, alter, or discontinue the Plan,
but no amendment, alteration, or discontinuation will be made
which would impair the rights of a Director to an Award without
the Director's consent.
(b) Subject to the above provisions, the Board will have
broad authority to amend the Plan to take into account changes in
applicable securities and tax laws and accounting rules, as well
as other developments.
SECTION 6. General Provisions.
(a) Nothing contained in this Plan will prevent the Board
from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required, and
such arrangements may be either generally applicable or
applicable only in specific cases.
(b) The adoption of the Plan will not confer upon a
Director any right to continued service on the Board nor will it
interfere in any way with the right of the Company to terminate
the Director's service at any time.
(c) The Plan is intended to constitute an "unfunded" plan.
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With respect to any payments not yet made to a Director by the
Company, nothing contained herein will give any such Director any
rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations
created under the Plan to make payments with respect to Awards
hereunder; provided, however, that unless the Committee otherwise
determines with the consent of the affected Director, the
existence of such trusts or other arrangements is consistent with
the "unfunded" status of the Plan.
(d) The Plan, all Awards and all actions taken thereunder
will be governed by and construed in accordance with the laws of
the State of Delaware without regard to conflict of law
principles.
SECTION 7. Term of Plan.
The Plan will be effective as of May 19, 1999. No Award
will be granted pursuant to the Plan on or after the tenth
anniversary of the effective date of the Plan, but Awards granted
prior to such tenth anniversary may extend beyond that date, in
accordance with their terms.
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