Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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31: R7 Consolidated Statements of Stockholders' Equity HTML 96K
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33: R9 Basis of Presentation and Summary of Significant HTML 348K
Accounting Policies
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35: R11 Earnings Per Common Share HTML 69K
36: R12 Share Repurchase Programs and Dividends HTML 45K
37: R13 Debt HTML 285K
38: R14 Income Taxes HTML 198K
39: R15 Risk Management HTML 52K
40: R16 Fair Value Measurements and Other Investments HTML 179K
41: R17 Employee Benefit Plans HTML 843K
42: R18 Accumulated Other Comprehensive Income (Loss) HTML 131K
43: R19 Commitments, Contingencies and Guarantees HTML 182K
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45: R21 Operating Segments and Related Disclosures HTML 74K
46: R22 Share-based Compensation HTML 106K
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51: R27 Basis of Presentation and Summary of Significant HTML 366K
Accounting Policies (Policies)
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Accounting Policies (Tables)
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54: R30 Earnings Per Common Share (Tables) HTML 69K
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56: R32 Income Taxes (Tables) HTML 182K
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59: R35 Accumulated Other Comprehensive Income (Loss) HTML 132K
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60: R36 Commitments, Contingencies and Guarantees (Tables) HTML 125K
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64: R40 Valuation and Qualifying Accounts (Tables) HTML 98K
65: R41 Quarterly Financial Data (Unaudited) (Tables) HTML 131K
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67: R43 Basis of Presentation and Summary of Significant HTML 110K
Accounting Policies - Additional Information
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Accounting Policies - Operating Property and
Equipment (Detail)
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Accounting Policies - Schedule of Amortizable
Intangible Assets (Detail)
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Accounting Policies - Schedule of Future
Amortization Expense (Detail)
71: R47 Basis of Presentation and Summary of Significant HTML 78K
Accounting Policies - Regional Expenses (Detail)
72: R48 Basis of Presentation and Summary of Significant HTML 175K
Accounting Policies - New Accounting Standards
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73: R49 Special Items - Components of Special Items, Net HTML 85K
Included in Consolidated Statements of Operations
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74: R50 Special Items - Additional Disclosures (Detail) HTML 44K
75: R51 Earnings (Loss) per Share - Computation of Basic HTML 72K
and Diluted Earnings per Common Share (Detail)
76: R52 Share Repurchase Programs and Dividends - Share HTML 51K
Repurchase Programs (Detail)
77: R53 Share Repurchase Programs and Dividends - HTML 46K
Dividends (Detail)
78: R54 Debt - Components of Long-Term Debt (Detail) HTML 117K
79: R55 Debt - Summary of Availability under Revolving HTML 56K
Credit Facilities (Detail)
80: R56 Debt - Additional Information (Detail) HTML 43K
81: R57 Debt - Schedule of Maturities of Long-Term Debt HTML 56K
and Capital Leases (Detail)
82: R58 Debt - 2013, 2014 and 2016 Credit Facilities HTML 175K
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Equipment Trust Certificates (Detail)
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Certificates (Detail)
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Loans and Other Notes Payable Issued in 2016
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87: R63 Debt - Components of Long-Term Debt - Senior Notes HTML 42K
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88: R64 Debt - Components of Long-Term Debt - Guarantees HTML 52K
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89: R65 Debt - Schedule of Collateral Coverage Tests HTML 60K
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90: R66 Income Taxes - Components of Income Tax Provision HTML 65K
(Benefit) (Detail)
91: R67 Income Taxes - Computation of Income Tax Provision HTML 64K
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92: R68 Income Taxes - Additional Disclosures (Detail) HTML 80K
93: R69 Income Taxes - Deferred Tax Assets and Liabilities HTML 88K
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94: R70 Risk Management - Additional Information (Detail) HTML 45K
95: R71 Fair Value Measurements and Other Investments - HTML 87K
Summary of Assets Measured at Fair Value on
Recurring Basis (Detail)
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Schedule of Carrying Value and Estimated Fair
Value of Long-Term Debt, Including Current
Maturities (Detail)
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Other Investments (Detail)
98: R74 Employee Benefit Plans - Additional Information HTML 70K
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99: R75 Employee Benefit Plans - Schedule of Changes in HTML 78K
Projected Benefit Obligations (Detail)
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Fair Value of Plan Assets (Detail)
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Recognized in Consolidated Balance Sheets (Detail)
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Recognized in Other Comprehensive Income (Detail)
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Benefit Obligations Exceeding Fair Value of Plan
Assets (Detail)
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Periodic Benefit Cost (Income) (Detail)
105: R81 Employee Benefit Plans - Schedule of Assumption HTML 63K
Used to Determine Benefit Obligations (Detail)
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Percentage Point Change in Assumed Health Care
Cost Trend Rates (Detail)
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Future Service Benefit Payments (Detail)
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Plan Assets (Detail)
109: R85 Employee Benefit Plans - Schedule of Fair Value of HTML 160K
Pension Plan Assets by Asset Category (Detail)
110: R86 Employee Benefit Plans - Schedule of Fair Value of HTML 140K
Pension Plan Assets by Asset Category
(Parenthetical) (Detail)
111: R87 Employee Benefit Plans - Changes in Fair Value HTML 67K
Measurements of Level 3 Investments (Detail)
112: R88 Employee Benefit Plans - Fair Values of Retiree HTML 83K
Medical and Other Postretirement Benefit Plans
Assets by Asset Category (Detail)
113: R89 Employee Benefit Plans Employee Benefit Plans - HTML 45K
Profit Sharing Program (Details)
114: R90 Accumulated Other Comprehensive Income (Loss) - HTML 92K
Components of Accumulated Other Comprehensive
Income (Loss) (Detail)
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Reclassifications out of Accumulated Other
Comprehensive Income (Loss) (Detail)
116: R92 Commitments, Contingencies and Guarantees - HTML 60K
Long-term Purchase Commitments (Detail)
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Operating Leases (Detail)
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Purchase Commitments (Details)
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Capacity Purchase Agreements (Detail)
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Additional Information (Detail)
121: R97 Supplemental Cash Flow Information - Cash Flow HTML 56K
Information and Non-Cash Investing and Financing
Activities (Detail)
122: R98 Operating Segments and Related Disclosures - HTML 41K
Additional Information (Detail)
123: R99 Operating Segments and Related Disclosures - HTML 66K
Operating Revenues by Geographic Region (Detail)
124: R100 Share Based Compensation - Additional Information HTML 66K
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125: R101 Share Based Compensation - Restricted Stock Unit HTML 81K
Awards (Detail)
126: R102 Share-based Compensation Share-based Compensation HTML 74K
- Stock Appreciation Rights (Detail)
127: R103 Share-based Compensation Share-based Compensation HTML 52K
- ASU 2016-09 (Details)
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Valuation and Qualifying Accounts (Detail)
129: R105 Quarterly Financial Data - Summarized Financial HTML 74K
Data (Detail)
130: R106 Quarterly Financial Data - Additional Information HTML 59K
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131: R107 Subsequent Event - Additional Information (Detail) HTML 47K
132: R108 Transactions with Related Parties (Detail) HTML 46K
133: R109 Transactions with Related Parties - Additional HTML 45K
Information (Detail)
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This First Amendment to the American Airlines Group Inc. 2013 Incentive Award Plan (this “Amendment”), is made and adopted by the Compensation Committee of the Board of Directors (the “Committee”) of American Airlines Group Inc., a Delaware corporation (the “Company”), effective as of January 23, 2018
(the “Amendment Effective Date”).
RECITALS
WHEREAS, the Company maintains the 2013 Incentive Award Plan (the “Plan”);
WHEREAS, pursuant to Section 14.1 of the Plan, the Committee may amend the Plan at any time and for any reason; and
WHEREAS, the Committee desires to amend the Plan in order to provide that Awards (as defined in the Plan) granted under the Plan shall vest no earlier than the first anniversary of the date of grant, subject to certain exceptions,
and to provide that Options and Stock Appreciation Rights (each, as defined in the Plan) shall be automatically exercised on the last business day of the applicable term.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, subject to, and effective as of the Amendment Effective Date:
AMENDMENT
1. Section 3.4 of the Plan is hereby amended and restated in its entirety as follows:
“3.4 Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, Full Value Awards made to Eligible Individuals
shall become vested in one or more installments over an aggregate period of not less than three years (or, in the case of vesting based upon the attainment of Performance Goals or other performance-based objectives, over a period of not less than one year measured from the commencement of the period over which performance is evaluated) following the date the Award is made; provided, however, that, notwithstanding the foregoing, (a) the Administrator may provide that such vesting restrictions may lapse or be waived upon the Holder’s death, disability, retirement, any other specified Termination of Service or the consummation of a Change in Control, (b) Full Value Awards may be granted as part of Non-Employee Director retainers without respect to such minimum vesting provisions, (c) Full Value Awards that result in the issuance of an aggregate of up to 10% of the Shares available for issuance pursuant to Section 3.1(a) as
of the Effective Date may be granted to any one or more Holders without respect to such minimum vesting provisions, provisions, and (d) Full Value Awards may be granted in accordance with the Merger Agreement and effective as of Effective Date without regard to such minimum vesting provisions.
Additionally, notwithstanding any other provision of the Plan to the contrary, but subject to Section 14.2(d) of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted, and no Award Agreement shall reduce or eliminate such minimum vesting requirement; provided, however, that, notwithstanding the foregoing, (i) the Administrator may provide that such minimum vesting restrictions may
lapse or be
waived upon the Holder’s death, disability, retirement, any other specified Termination of Service or the consummation of a Change in Control; (ii) Awards that result in the issuance of an aggregate of up to 5% of the shares of Common Stock available pursuant to Section 3.1(a) as of the Amendment Effective Date (as defined in this Amendment) may be granted to one or more Participants without respect to such minimum vesting provisions; and (iii) for the purposes of Awards granted to Non-Employee Directors, a vesting period shall be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders, so long as the period between such meetings is not less than 50 weeks.”
2. Section 12.7 of the Plan is hereby added as follows:
“12.7 Expiration
of Option Term or SAR Term: Automatic Exercise of In-The-Money Options and Stock Appreciation Rights. Unless otherwise provided by the Administrator in an Award Agreement or otherwise or as otherwise directed by an Option or Stock Appreciation Rights Holder in writing to the Company, each vested and exercisable Option and Stock Appreciation Right outstanding on the Automatic Exercise Date with an exercise price per Share that is less than the Fair Market Value per Share as of such date shall automatically and without further action by the Option or Stock Appreciation Rights Holder or the Company be exercised on the Automatic Exercise Date (the ‘Automatic Exercise’). In the sole discretion of the Administrator, payment of the exercise price of any such Option shall be made pursuant to Section 12.1(b) or 12.1(c) and the Company or any Subsidiary shall be entitled to deduct or withhold an amount sufficient to satisfy all taxes associated with such
exercise in accordance with Section 12.2. Unless otherwise determined by the Administrator, this Section 12.7 shall not apply to an Option or Stock Appreciation Right if the Holder of such Option or Stock Appreciation Right incurs a Termination of Service on or before the Automatic Exercise Date. For the avoidance of doubt, no Option or Stock Appreciation Right with an exercise price per Share that is equal to or greater than the Fair Market Value per Share on the Automatic Exercise Date shall be exercised pursuant to this Section 12.7. For the purposes of this Section 12.7, ‘Automatic Exercise Date’ shall mean, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant
of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).”
3. This Amendment shall be and hereby is incorporated into and forms a part of the Plan, and except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of American Airlines Group Inc. on January 23, 2018.
