EXHIBIT 10.66
STOCK OPTION
2003 EMPLOYEE STOCK INCENTIVE PLAN
STOCK OPTION granted JULY 26, 2004, 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 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
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 X,000 shares of Common
Stock at a price of $XX.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
------------------------ ----------------
7/26/2005 X,000
--------- -----
7/26/2006 X,000
--------- -----
7/26/2007 X,000
--------- -----
7/26/2008 X,000
--------- -----
7/26/2009 X,000
--------- -----
1
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;
2
(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 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.
3
(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
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.
4
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
5