Deferred Share Award Agreement (2011)Full Document 

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DEFERRED SHARE AWARD AGREEMENT


This Deferred Share Award Agreement (the “Agreement”) is effective as of May 18, 2011 by and between AMR Corporation, a Delaware corporation (the “Corporation”), and [FIRST NAME LAST NAME], employee number [EMPLOYEE NUMBER] (the “Grantee”), an officer or key employee of one of the Corporation’s Subsidiaries.

WHEREAS, pursuant to the AMR Corporation 2009 Long Term Incentive Plan (as amended, the “LTIP”), the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”) has determined that the Grantee is an officer or key employee and has further determined to make an award of deferred stock from and pursuant to the LTIP to the Grantee as an inducement for the Grantee to remain an employee of one of the Corporation’s Subsidiaries.

NOW, THEREFORE, the Corporation and the Grantee hereby agree as follows:

1.  
Grant of Award.

Subject to the terms and conditions of this Agreement, the Grantee is hereby granted an award (the “Award”) effective as of May 18, 2011 (the “Grant Date”), in respect to [NUMBER] shares of the Corporation’s Common Stock (the “Shares”).  Subject to the terms and conditions of this Agreement, the Award will vest, if at all, in accordance with Section 2 hereof, on May 19, 2014 (the “Vesting Date”).

2.  
Vesting and Distribution.

The Award will vest, 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, directly or indirectly, by the Corporation as of the Vesting Date, the Shares covered by the Award will be paid by the Corporation to the Employee on or about the Vesting Date.

(b) In the event the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the Vesting Date due to the Grantee’s death, Disability, Retirement or termination not for Cause (each an “Early Termination”), subject to the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be paid to the Grantee (or, in the event of the Grantee’s death, the Grantee’s designated beneficiary for the purposes of the Award, or in the absence of an effective beneficiary designation, the Grantee’s estate).  The pro-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from the Grant Date through the month of Early Termination, inclusive.  The Award will be paid by the Corporation to the Grantee no later than 30 days after the Vesting Date, subject to Section 2(e) of this Agreement.  Notwithstanding the foregoing, in no event will a payment be provided to the Grantee unless and until the Grantee’s Retirement or termination not for Cause constitutes a “separation from service” for purposes of Treasury Regulation 1.409A-1(h) or successor guidance thereto.

(c) In the event of a Change in Control of the Corporation prior to the payment of the Award, such payment will be made within 60 days after the date of the Change in Control.  In such event, the Vesting Date will be the date of the Change in Control.

(d) Notwithstanding the terms of Sections 2(a), 2(b) and 2(c), the Award will be forfeited in its entirety if prior to the Vesting Date:

(i)  
the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated for Cause, or if the Grantee terminates such employment prior to his or her Retirement;
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