EXHIBIT 10.54
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of this ___________, by and between AMR
Corporation, a Delaware corporation (the "Corporation"), and _________ (the
"Officer").
WHEREAS, the stockholders of the Corporation approved the 1998 Long
Term Incentive Plan, as amended (the "1998 Plan") at the Corporation's annual
meeting held on May 20, 1998; and
WHEREAS, the Compensation Committee of the Board of Directors has
determined that Officer is a key executive and has further determined to make an
award of Deferred Stock to the Officer (subject to terms of the 1998 Plan and
this Agreement), as an inducement for the Officer to remain with the Corporation
(or a Subsidiary or Affiliate thereof) and to motivate the Officer during such
employment.
NOW, THEREFORE, the Corporation and the Officer hereby agree as
follows:
1. Grant of Award.
The Officer is hereby granted as of ___________ (the "Grant Date") a
Deferred Stock Award (the "Award"), subject to the terms and conditions of this
Agreement, with respect to _______ shares of Common Stock, $1.00 par value, of
the Corporation (the "Stock"). The shares of Stock covered by the Award will
vest, if at all in accordance with Sections 2 and 3. VESTING DATE is hereby
established as the "Vesting Date" of the Award.
2. Distribution of Award on and after the Vesting Date.
Distribution of the Award on and after the Vesting Date will occur, if
at all, in accordance with the following terms and conditions:
(a) If the Officer is on the payroll of a Subsidiary that is wholly
owned by the Corporation as of the Vesting Date, the Award will be distributed
to the Officer in accordance with the following schedule:
<Table>
<Caption>
Number of Shares Date of Distribution Tranche
---------------- -------------------- -------
</Table>
Provided, however, if the Officer's employment with the Corporation (or a
Subsidiary or Affiliate thereof) is terminated after the Vesting Date but prior
to the complete distribution of the Award due to the Officer's death,
Disability, Retirement or termination not for Cause (each an "Early
Termination"), the distribution of any portion of the Award not already
distributed will be accelerated so as to occur as soon as practicable after such
Early Termination.
(b) In the event of a Change in Control or Potential Change in Control
of the Corporation after the Vesting Date but prior to the complete distribution
of the Award, the Award will be paid in accordance with the 1998 Plan or its
successor.
(c) Notwithstanding the terms of Section 2(a), the Award will be
forfeited in its entirety if after the Vesting Date but prior to the Award's
complete distribution:
(i) The Officer's employment with the Corporation (or Subsidiary or
Affiliate thereof) is terminated for Cause, or if the Officer terminates his/her
employment with the Corporation (or Subsidiary or Affiliate thereof);
(ii) The Officer becomes an employee of a Subsidiary that is not wholly
owned by the Corporation; or
(iii) The Officer takes a leave of absence without reinstatement
rights, unless otherwise agreed in writing between the Corporation and the
Officer.
3. Distribution prior to Vesting Date.
(a) In the event the Officer's employment with the Corporation (or a
Subsidiary or Affiliate thereof) terminates prior to the Vesting Date due to an
Early Termination, the Award will be distributed on a prorata basis (as
described in the second sentence of this Section 3(a)) and will be paid to the
Officer (or, in the event of the Officer's death, the Officer's designated
beneficiary for purposes of the Award, or in the absence of an effective
beneficiary designation, the Officer's estate) as soon as practicable after such
Early Termination. The prorata basis will be a percentage where (i) the
numerator is the number of months from the GRANT DATE to the month of early
termination, inclusive and (ii) the denominator is 36 for Tranche 1, 48 for
Tranche 2 and 60 for Tranche 3.
For example, assuming an Early Termination occurring in month six, and an Award
of 300 shares for each of Tranche 1, Tranche 2 and Tranche 3, the payment would
be made with respect to:
<Table>
<Caption>
Months in # Months # of
Tranche Plan per Tranche Shares Shares
- ----------- ----------- ----------- ----------- -----------
1 6 / 36 X 300 = 50
2 6 / 48 X 300 = 37.5
3 6 / 60 X 300 = 30
Total 117.5
</Table>
(b) In the event of a Change in Control or Potential Change in Control
of the Corporation prior to the Vesting Date, the Award will be paid in
accordance with the 1998 Plan or its successor.
(c) The Award will be forfeited in its entirety if prior to the Vesting
Date:
(i) The Officer's employment with the Corporation (or and Subsidiary or
Affiliate thereof) is terminated for Cause, or if the Officer terminates his
employment with the Corporation (or any Subsidiary or Affiliate thereof);
(ii) The Officer becomes an employee of a Subsidiary that is not wholly
owned, directly or indirectly, by the Corporation; or
(iii) The Officer takes a leave of absence without reinstatement
rights, unless otherwise agreed in writing between the Corporation and the
Officer
4. Transfer Restrictions.
Unless otherwise permitted by the CEO, 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 Officer (or the Officer's
successor in the interest after the Officer's death) to effect any such
disposition, or upon the levy of any such process, the Award may immediately
become null and void, at the discretion of the CEO.
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 Officer. No contract
or right of employment will be implied by this Agreement. In the event Officer
does not forward to the Corporation, within the applicable period, required
taxes with respect to any Award distributed pursuant to this Agreement, the
Corporation may withhold from any payments to by made to the Officer by the
Corporation (or any Subsidiary or Affiliate thereof) an amount(s) equal to such
taxes.
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 Company, appropriate adjustments may be made by the Board of Directors in
the number of shares awarded.
7. Securities Law Requirements.
The Corporation will not be required to issue Stock pursuant to this
Award unless and until (a) such shares have been duly listed upon each stock
exchange on which the Corporation's Stock is registered; and (b) a registration
statement under the Securities Act of 1933 with respect to such shares is then
effective.
The CEO may require the Officer to furnish to the Corporation, prior to
distribution of the Stock in connection with this Award, an agreement, in such
form as the CEO may from time to time deem appropriate, in which the Officer
represents that the shares acquired by him/her under the Award are being
acquired for investment and not with a view to the sale or distribution thereof.
8. Incorporation of 1998 Plan Provisions.
This agreement is made pursuant to the 1998 Plan and is subject to all
of the terms and provisions of the 1998 Plan as if the same were fully set forth
herein. Capitalized terms not otherwise defined herein will have the meanings
set forth for such terms in the 1998 Plan, as amended.
IN WITNESS HEREOF, the Officer and the Corporation have executed this
Deferred Stock Agreement as of the day and year first above written.
Officer AMR CORPORATION
- ------------------------------ -------------------------------
Charles D. MarLett
Corporate Secretary