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American Airlines Group Inc., et al. – ‘10-K’ for 12/31/13 – ‘EX-10.125’

On:  Friday, 2/28/14, at 7:52am ET   ·   For:  12/31/13   ·   Accession #:  6201-14-4   ·   File #s:  1-02691, 1-08400

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/28/14  American Airlines Group Inc.      10-K       12/31/13  155:45M
          American Airlines Inc

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.92M 
 2: EX-3.3      Articles of Incorporation/Organization or Bylaws    HTML     50K 
 3: EX-3.4      Articles of Incorporation/Organization or Bylaws    HTML     87K 
 6: EX-10.125   Material Contract                                   HTML     55K 
 7: EX-10.126   Material Contract                                   HTML     57K 
 8: EX-10.127   Material Contract                                   HTML     56K 
 9: EX-10.128   Material Contract                                   HTML     59K 
10: EX-10.129   Material Contract                                   HTML     55K 
11: EX-10.151   Material Contract                                   HTML     67K 
12: EX-10.152   Material Contract                                   HTML     67K 
 4: EX-10.27    Material Contract                                   HTML    260K 
 5: EX-10.45    Material Contract                                   HTML     67K 
15: EX-21       Subsidiaries List                                   HTML     52K 
16: EX-23.1     Consent of Experts or Counsel                       HTML     42K 
17: EX-23.2     Consent of Experts or Counsel                       HTML     43K 
13: EX-12.1     Statement re: Computation of Ratios                 HTML     57K 
14: EX-12.2     Statement re: Computation of Ratios                 HTML     57K 
18: EX-31.1     Certification -- §302 - SOA'02                      HTML     48K 
19: EX-31.2     Certification -- §302 - SOA'02                      HTML     48K 
20: EX-31.3     Certification -- §302 - SOA'02                      HTML     48K 
21: EX-31.4     Certification -- §302 - SOA'02                      HTML     48K 
22: EX-32.1     Certification -- §906 - SOA'02                      HTML     45K 
23: EX-32.2     Certification -- §906 - SOA'02                      HTML     46K 
109: R1          Document And Entity Information                     HTML     76K  
85: R2          Consolidated Statements Of Operations               HTML    144K 
102: R3          Consolidated Statements Of Operations               HTML     44K  
                (Parenthetical)                                                  
113: R4          Consolidated Statements Of Comprehensive Income     HTML     84K  
142: R5          Consolidated Balance Sheets                         HTML    184K  
89: R6          Consolidated Balance Sheets (Parenthetical)         HTML     58K 
101: R7          Consolidated Statements Of Cash Flows               HTML    155K  
78: R8          Consolidated Statements Of Stockholders' Equity     HTML    129K 
                (Deficit)                                                        
66: R9          Consolidated Statements Of Stockholders' Equity     HTML     58K 
                (Deficit) (Parenthetical)                                        
144: R10         Nature of Operations and Operating Environment      HTML     52K  
115: R11         Emergence From Chapter 11                           HTML    166K  
114: R12         Mandatorily Convertible Preferred Stock and Other   HTML     73K  
                Bankruptcy Settlement Obligations                                
122: R13         Merger and Related Matters                          HTML    149K  
123: R14         Basis of Presentation and Summary of Significant    HTML    248K  
                Accounting Policies                                              
119: R15         Special Items, Net                                  HTML    104K  
124: R16         Investments and Fair Value Measurements             HTML    152K  
103: R17         Commitments, Contingencies and Guarantees           HTML    364K  
110: R18         Indebtedness and Leases                             HTML    245K  
117: R19         Financial Instruments And Risk Management           HTML    242K  
154: R20         Income Taxes                                        HTML    230K  
134: R21         Share Based Compensation                            HTML    273K  
95: R22         Retirement Benefits                                 HTML    927K 
116: R23         Accumulated Other Comprehensive Income (Loss)       HTML    137K  
98: R24         Segment Reporting                                   HTML     84K 
55: R25         Quarterly Financial Data (Unaudited)                HTML    146K 
136: R26         Regional Expenses (Notes)                           HTML    106K  
149: R27         Earnings (Loss) Per Share                           HTML     96K  
72: R28         Stockholders' Equity (Notes)                        HTML     60K 
71: R29         Subsequent Events                                   HTML     69K 
76: R30         Schedule II - Valuation And Qualifying Accounts     HTML    149K 
                And Reserves                                                     
77: R31         Basis of Presentation and Summary of Significant    HTML    446K 
                Accounting Policies (Policies)                                   
79: R32         Emergence From Chapter 11 (Tables)                  HTML    112K 
41: R33         Mandatorily Convertible Preferred Stock and Other   HTML     53K 
                Bankruptcy Settlement Obligations (Tables)                       
132: R34         Merger and Related Matters (Tables)                 HTML    141K  
93: R35         Basis of Presentation and Summary of Significant    HTML    239K 
                Accounting Policies (Tables)                                     
96: R36         Special Items, Net (Tables)                         HTML    103K 
60: R37         Investments and Fair Value Measurements (Tables)    HTML    152K 
153: R38         Commitments, Contingencies and Guarantees (Tables)  HTML    287K  
30: R39         Indebtedness and Leases (Tables)                    HTML    156K 
82: R40         Financial Instruments And Risk Management (Tables)  HTML    225K 
140: R41         Income Taxes (Tables)                               HTML    208K  
57: R42         Share Based Compensation (Tables)                   HTML    239K 
70: R43         Retirement Benefits (Tables)                        HTML    923K 
75: R44         Accumulated Other Comprehensive Income (Loss)       HTML    130K 
                (Tables)                                                         
86: R45         Segment Reporting (Tables)                          HTML     77K 
40: R46         Quarterly Financial Data (Unaudited) (Tables)       HTML    137K 
65: R47         Regional Expenses (Tables)                          HTML    100K 
33: R48         Earnings (Loss) Per Share (Tables)                  HTML     87K 
138: R49         Stockholders' Equity (Tables)                       HTML     49K  
56: R50         Subsequent Events (Tables)                          HTML     67K 
133: R51         Nature of Operations and Operating Environment      HTML     70K  
                (Details)                                                        
61: R52         Emergence From Chapter 11 (Narrative) (Details)     HTML    107K 
83: R53         Emergence From Chapter 11 (Schedule of Liabilities  HTML     63K 
                Subject to Compromise) (Details)                                 
32: R54         Emergence From Chapter 11 (Components of Long-Term  HTML     76K 
                Debt) (Details)                                                  
37: R55         Emergence From Chapter 11 (Schedule of              HTML     68K 
                Reorganization Items) (Details)                                  
74: R56         Mandatorily Convertible Preferred Stock and Other   HTML     85K 
                Bankruptcy Settlement Obligations (Details)                      
46: R57         Merger and Related Matters (Narrative) (Details)    HTML     48K 
145: R58         Merger and Related Matters (Fair Value of           HTML     57K  
                Consideration Transferred) (Details)                             
91: R59         Merger and Related Matters (Allocation of           HTML     72K 
                Consideration Transferred) (Details)                             
120: R60         Merger and Related Matters (Pro-forma Impact of     HTML     46K  
                Merger) (Details)                                                
64: R61         Merger and Related Matters (Reclassifications)      HTML    142K 
                (Details)                                                        
68: R62         Basis of Presentation and Summary of Significant    HTML     69K 
                Accounting Policies (Narrative) (Details)                        
130: R63         Basis of Presentation and Summary of Significant    HTML     87K  
                Accounting Policies (Property, Plant and                         
                Equipment) (Details)                                             
125: R64         Basis of Presentation and Summary of Significant    HTML     62K  
                Accounting Policies (Intangible Assets) (Details)                
94: R65         Basis of Presentation and Summary of Significant    HTML    201K 
                Accounting Policies (Reclassification) (Details)                 
128: R66         Basis of Presentation and Summary of Significant    HTML     59K  
                Accounting Policies (Schedule of Amortized                       
                Intangible Assets) (Details)                                     
62: R67         Basis of Presentation and Summary of Significant    HTML     56K 
                Accounting Policies (Schedule of Future                          
                Amortization Expense) (Details)                                  
99: R68         Special Items, Net (Details)                        HTML     87K 
148: R69         Investments and Fair Value Measurements             HTML     54K  
                (Short-Term Investments) (Details)                               
36: R70         Investments and Fair Value Measurements             HTML     51K 
                (Short-Term Investments by Contractual Maturity)                 
                (Details)                                                        
54: R71         Investments and Fair Value Measurements (Assets     HTML    130K 
                and Liabilities Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
84: R72         Commitments, Contingencies and Guarantees           HTML    107K 
                (Aircraft Acquisition Commitments) (Details)                     
44: R73         Commitments, Contingencies and Guarantees           HTML     72K 
                (Long-term Purchase Commitments) (Details)                       
152: R74         Commitments, Contingencies and Guarantees           HTML     79K  
                (Unrecorded Unconditional Purchase Obligations)                  
                (Details)                                                        
58: R75         Commitments, Contingencies and Guarantees (Future   HTML     84K 
                Minimum Operating Lease Payments) (Details)                      
48: R76         Commitments, Contingencies and Guarantees (Leases   HTML     79K 
                Narrative) (Details)                                             
53: R77         Commitments, Contingencies and Guarantees (Legal    HTML     73K 
                Proceedings and Other) (Details)                                 
38: R78         Indebtedness and Leases (Components Of Long-Term    HTML    114K 
                Debt) (Details)                                                  
42: R79         (Maturities of Long Term Debt) (Details)            HTML     66K 
111: R80         Indebtedness and Leases (American) (Details)        HTML    155K  
51: R81         Indebtedness and Leases (US Airways) (Details)      HTML    125K 
146: R82         Indebtedness and Leases (Schedule of Collateral     HTML     71K  
                Coverage Tests) (Details)                                        
80: R83         Financial Instruments And Risk Management           HTML     66K 
                (Narrative) (Details)                                            
118: R84         Financial Instruments And Risk Management (Effect   HTML     66K  
                Of Derivative Instruments On Statements Of                       
                Operations) (Details)                                            
127: R85         Financial Instruments And Risk Management           HTML     64K  
                Financial Instruments and Risk Management                        
                (Offsetting Disclosure) (Details)                                
50: R86         Financial Instruments And Risk Management (Summary  HTML     81K 
                Of Carrying Value And Estimated Fair Values Of                   
                Long-Term Debt) (Details)                                        
52: R87         Income Taxes (Narrative) (Details)                  HTML    106K 
143: R88         Income Taxes (Components Of Income Tax Provision    HTML     55K  
                (Benefit)) (Details)                                             
45: R89         Income Taxes (Computation Of Income Tax Expense     HTML     76K 
                (Benefit)) (Details)                                             
112: R90         Income Taxes (Deferred Tax Assets And Liabilities)  HTML     93K  
                (Details)                                                        
106: R91         Income Taxes (Reconciliation Of Unrecognized Tax    HTML     49K  
                Benefit) (Details)                                               
131: R92         Share Based Compensation (Narrative) (Details)      HTML    116K  
105: R93         Share Based Compensation (Schedule Of RSU           HTML    111K  
                Activities) (Details)                                            
90: R94         Share Based Compensation (Schedule Of Stock         HTML    134K 
                Options and SARs Activity) (Details)                             
137: R95         Share Based Compensation (Schedule of CSARs         HTML    125K  
                Activity) (Details)                                              
87: R96         Share Based Compensation Share Based Compensation   HTML     70K 
                (Schedule of Previous Award Activity) (Details)                  
59: R97         Retirement Benefits (Narrative) (Details)           HTML    119K 
97: R98         Retirement Benefits (Schedule Of Changes In         HTML    114K 
                Pension, Retiree Medical, Other Benefit                          
                Obligations And Fair Value Assets) (Details)                     
92: R99         Retirement Benefits (Schedule Of Amounts            HTML     61K 
                Recognized In Consolidated Balance Sheets)                       
                (Details)                                                        
73: R100        Retirement Benefits (Schedule Of Amounts            HTML     63K 
                Recognized In Other Comprehensive Loss) (Details)                
155: R101        Retirement Benefits (Schedule Of Accumulated        HTML     65K  
                Benefit Obligations Exceeding Fair Value Of Plan                 
                Assets) (Details)                                                
129: R102        Retirement Benefits (Components Of Net Periodic     HTML     83K  
                Benefit Cost) (Details)                                          
104: R103        Retirement Benefits (Schedule Of Assumption Used    HTML     67K  
                Calculating Benefit Obligation) (Details)                        
39: R104        Retirement Benefits (Summary Of Target Assets       HTML     71K 
                Allocation) (Details)                                            
139: R105        Retirement Benefits (Schedule Of Fair Values Of     HTML    180K  
                Pension Plan Assets By Asset Category) (Details)                 
147: R106        Retirement Benefits (Changes In Fair Value          HTML     58K  
                Measurements Of Level 3 Investments) (Details)                   
141: R107        Retirement Benefits (Fair Values Of Company's       HTML     59K  
                Other Postretirement Benefit Plan Assets)                        
                (Details)                                                        
100: R108        Retirement Benefits (Schedule of Health Care Cost   HTML     51K  
                Trend Rates) (Details)                                           
47: R109        Retirement Benefits (Schedule Of One Percentage     HTML     54K 
                Point Change In Assumed Health Care Cost Trend                   
                Rates) (Details)                                                 
121: R110        Retirement Benefits (Benefit Payments Of Expected   HTML     63K  
                Future Service ) (Details)                                       
63: R111        Accumulated Other Comprehensive Income (Loss)       HTML    103K 
                (Components Of Accumulated Other Comprehensive                   
                Income (Loss)) (Details)                                         
31: R112        Accumulated Other Comprehensive Income (Loss)       HTML     58K 
                (Reclassification out of AOCI) (Details)                         
88: R113        Segment Reporting (Operating Revenues By            HTML     76K 
                Geographic Region) (Details)                                     
81: R114        Quarterly Financial Data (Unaudited) (Narrative)    HTML     97K 
                (Details)                                                        
135: R115        Quarterly Financial Data (Unaudited) (Summarized    HTML     88K  
                Financial Data By Quarter) (Details)                             
67: R116        Regional Expenses (Details)                         HTML     68K 
151: R117        Regional Expenses (Transactions with Related        HTML     58K  
                Party) (Details)                                                 
43: R118        Earnings (Loss) Per Share (Narrative) (Details)     HTML     55K 
108: R119        Earnings (Loss) Per Share Earnings (Loss) Per       HTML     98K  
                Share (EPS Calculation) (Details)                                
126: R120        Stockholders' Equity (Details)                      HTML     78K  
34: R121        Subsequent Events (Conversions of Stock) (Details)  HTML     61K 
107: R122        Schedule II - Valuation And Qualifying Accounts     HTML     72K  
                And Reserves (Details)                                           
150: XML         IDEA XML File -- Filing Summary                      XML    232K  
35: EXCEL       IDEA Workbook of Financial Reports                  XLSX    870K 
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‘EX-10.125’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.125  

Exhibit 10.125

AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD GRANT NOTICE

American Airlines Group Inc. (the “Company”), pursuant to its 2013 Incentive Award Plan (the “Plan”), grants to Participant, as identified below, a Restricted Stock Unit Award covering the number of Restricted Stock Units (the “Restricted Stock Units”) below (the “Award”). The Award consists of a Restricted Stock Unit (Cash-Settled) Award Agreement (the “Award Agreement”) and this Grant Notice. The Award is subject to all of the terms and conditions in this Grant Notice, the Award Agreement and the Plan.

Participant:                                                                                  

Date of Grant:                     , 20        

Number of Restricted Stock Units:                                         

VESTING SCHEDULE: Subject to acceleration as described in Section 2 of the Award Agreement, and if Participant has not experienced a separation from service as an Employee prior to the applicable vesting date, then the Restricted Stock Units shall vest and become payable to Participant solely in cash as follows: [alternate vesting schedules permissible]

[                ].

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement, and the Plan. Participant further acknowledges that this Grant Notice, the Award Agreement, and the Plan contain the entire understanding between Participant and the Company about the Award of the Restricted Stock Units and the cash payment pursuant to the Award and supersede all prior oral and written agreements on that subject except (i) awards previously granted to Participant under the Plan, and (ii) the following agreements only:

OTHER AGREEMENTS: [None or list agreements]


AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award (Cash-Settled) Grant Notice (“Grant Notice”) and this Restricted Stock Unit (Cash-Settled) Award Agreement (“Award Agreement”), American Airlines Group Inc. (the “Company”) has awarded Participant a Restricted Stock Unit Award under its 2013 Incentive Award Plan (the “Plan”) for the number of Restricted Stock Units (“Restricted Stock Units”) indicated in the Grant Notice (collectively, the “Award”). Terms not defined in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

The details of Participant’s Award are as follows:

1. NUMBER OF RESTRICTED STOCK UNITS AND CASH PAYMENT. The number of Restricted Stock Units subject to Participant’s Award is stated in the Grant Notice. Each Restricted Stock Unit represents the right to receive an amount in cash equal to the Fair Market Value of one (1) share of Common Stock on the applicable vesting date. The number of Restricted Stock Units subject to Participant’s Award may be adjusted for capitalization adjustments as described in Section 14.2 of the Plan.

2. VESTING. The Restricted Stock Units shall vest, if at all, as provided in the vesting schedule in the Grant Notice; provided, however, that:

(a) except as provided in Section 2(b) and (c) below, vesting shall cease upon Participant’s separation from service as an Employee with the Company and all Affiliates;

(b) vesting of all Restricted Stock Units shall be fully accelerated (i) if Participant’s employment with the Company or an Affiliate terminates because of Participant’s death or Disability, or (ii) in the event of a Change in Control that occurs after the Date of Grant while Participant is employed by the Company or an Affiliate; and

(c) vesting of all Restricted Stock Units may be fully accelerated by the Committee, in its discretion, upon your Retirement from the Company or an Affiliate.

For purposes of this Award Agreement and the Award, Disability shall mean “Disability” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. The Administrator shall determine whether a Disability exists and the determination shall be conclusive. Further, for purposes of this Award Agreement and the Award, Retirement shall mean your separation from service as an Employee on or after age 65.

3. DIVIDENDS. Participant will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Restricted Stock Units subject to Participant’s Award; provided that if any dividends or distributions are paid in shares, those shares will be converted into additional Restricted Stock Units covered by

 

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the Award; and further provided that the additional Restricted Stock Units will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the other Restricted Stock Units upon which the dividends or distributions were paid and Common Stock subject to Participant’s Award. If any cash dividend is paid on a share of Common Stock prior to the full vesting of the Restricted Stock Units subject to this Award, Participant will become entitled to receive such cash dividend with respect to each unvested Restricted Stock Unit on the date on which such Restricted Stock Unit vests, and any such cash dividend will be paid to Participant on the date on which the cash payment with respect to such Restricted Stock Unit is paid.

4. PAYMENT. The Award was granted in consideration of Participant’s services to the Company. Subject to Section 10 below, Participant will not be required to make any payment to the Company (other than Participant’s past and future services to the Company) with respect to Participant’s receipt of the Award, vesting of the Restricted Stock Units, or the payment in cash in respect of the Restricted Stock Units, other than any required Applicable Withholding Taxes. For purposes of this Award Agreement and the Award, “Applicable Withholding Taxes” shall mean the aggregate amount of federal, state, and local income and employment taxes that the Company is required to withhold in connection with the Award.

5. DELIVERY OF CASH PAYMENT.

(a) Subject to Sections 5(b) and 10 below, as soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2 above, but in no event later than thirty (30) days after such vesting date, the Company shall make to Participant a cash payment in respect of such portion of vested Restricted Stock Units in an amount determined pursuant to Section 1 above.

(b) Notwithstanding anything herein to the contrary, no such cash payment shall be made to Participant during the six-month period following Participant’s “separation from service” (within the meaning of Section 409A of the Code) if Participant is a “specified employee” (within the meaning of Section 409A of the Code) on the date of such separation from service (as determined by the Company in accordance with Section 409A of the Code) and the Company determines that paying such amounts at the time set forth in this Section 6 would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Participant the cumulative amounts that would have otherwise been payable to Participant during such six-month period.

6. SECURITIES LAW COMPLIANCE. The Award is subject to the provisions of Section 12.4 of the Plan on continuing securities law compliance.

 

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7. TRANSFER RESTRICTIONS. Participant may not transfer, pledge, sell, or otherwise dispose of any of his or her interest in the Restricted Stock Units. This restriction on transfer will lapse upon payment to Participant in cash in respect of Participant’s vested Restricted Stock Units. Participant’s Award is not transferable, except by will or by the laws of descent and distribution.

8. AWARD NOT A SERVICE CONTRACT. Participant’s Award is not an employment or service contract, and nothing in Participant’s Award shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue Participant’s service. In addition, nothing in Participant’s Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, or employees to continue any relationship that Participant might have as an Employee or other Eligible Individual of the Company or any Affiliate.

9. UNSECURED OBLIGATION. Participant’s Award is unfunded, and even as a holder of vested Restricted Stock Units, Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to the payment in cash pursuant to this Award Agreement. Participant shall not have voting or any other rights as a stockholder of the Company, and have no rights to have the Restricted Stock Units paid in shares of Common Stock. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Participant and the Company or any other person.

10. WITHHOLDING OBLIGATIONS. At the time Participant receives a cash payment pursuant to the Award, or at any time thereafter as requested by the Company, Participant hereby authorize the Company and its Affiliates to withhold from the amount payable under Section 5 above an amount of cash sufficient to satisfy the Applicable Withholding Taxes which arise in connection with such payment.

11. NOTICES. Any notices provided for in Participant’s Award or the Plan shall be given in the manner designated by the Company and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant via United States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company, five days after such notice is deposited.

12. MISCELLANEOUS.

(a) The Company’s rights and obligations with respect to Participant’s Award shall be transferable by the Company to any one or more persons or entities, and all of Participant’s covenants and agreements shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b) Participant agrees to execute, upon request, any further documents or instruments necessary or desirable in the Company’s sole determination to carry out the purposes or intent of Participant’s Award.

 

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(c) Participant acknowledges and agrees that Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing and accepting this Award Agreement, and fully understands all provisions of this Award Agreement.

(d) This Award Agreement will be subject to all applicable laws, rules, and regulations, and to any required governmental agency or national securities exchange approvals.

(e) The Company’s obligations under the Plan and this Award Agreement will be binding on any successor to the Company, whether the existence of the successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the Company’s business and/or assets.

13. DATA PRIVACY WAIVER. By accepting the Award, Participant hereby agrees and consents to:

(a) the collection, use, processing, and transfer by the Company of certain personal information about Participant (the “Data”);

(b) any members of the Company transferring Data amongst themselves for the purposes of implementing, administering, and managing the Plan;

(c) the use of such Data by any such person for such purposes; and

(d) the transfer to, and retention of, such Data by third parties in connection with such purposes.

For the purposes of this section, “Data” means Participant’s name, home address and telephone number, date of birth, other employee information, any tax or other identification number, and details of all rights with respect to this Award.

14. HEADINGS. This Award Agreement’s section headings are for convenience only and shall not constitute a part of this Award Agreement or affect this Award Agreement’s meaning.

15. SEVERABILITY. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, then that shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any section of this Award Agreement (or part of a section) declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of the section (or part of a section) to the fullest extent possible while remaining lawful and valid.

16. GOVERNING PLAN DOCUMENT. Participant’s Award is subject to all the provisions of the Plan, the provisions of which are made a part of Participant’s Award, and is further subject to all interpretations, amendments, rules, and regulations which may be

 

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promulgated and adopted under the Plan. If there is a conflict between the provisions of Participant’s Award and those of the Plan, then the provisions of the Plan shall control.

 

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5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  American Airlines Group Inc.      10-K       12/31/23  147:24M
 2/24/23  American Airlines Group Inc.      S-3ASR      2/24/23   10:1.5M                                   Donnelley … Solutions/FA
 2/22/23  American Airlines Group Inc.      10-K       12/31/22  141:46M
 2/22/22  American Airlines Group Inc.      10-K       12/31/21  162:47M
 2/17/21  American Airlines Group Inc.      10-K       12/31/20  160:42M
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