Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Form 10-K for Fiscal Year End December 31, 1998 73 391K
2: EX-3.2 Bylaws of Amr, Amended November 18, 1998 23 57K
4: EX-10.15 Deferred Compensation Agreement - Edward Brennan 3 16K
5: EX-10.19 Deferred Compensation Agreement - Armando Codina 2 14K
6: EX-10.23 Deferred Compensation Agreement - Charles Fisher 2 15K
7: EX-10.27 Deferred Compensation Agreement - Charles Pistor 2 15K
3: EX-10.3 Compensation & Benefit Agreement 9 38K
8: EX-10.30 Deferred Compensation Agreement - Judith Rodin 2 14K
9: EX-10.34 1998 Long-Term Incentive Plan 19 77K
10: EX-10.37 Current Form of Stock Option Agreement 5 23K
11: EX-10.41 Current Form of Career Equity Program 8 29K
12: EX-10.42 Current Form of Career Equity Program-Non Officers 5 24K
13: EX-10.42(A) Current Form of Career Equity Program-Sr. 8 30K
Officers
14: EX-10.50 Performance Share Program for the Years 1999-2001 4 23K
15: EX-10.52 Amr Corporation 1987 Executive Deferral Plan 12 39K
16: EX-10.56 1999 Employee Profit Sharing Plan 5 22K
17: EX-10.60 American Airlines, Inc. 1999 Incentive Comp. Plan 6 26K
18: EX-10.61 Termination Benefits Agreement - Gerard J. Arpey 29 85K
19: EX-10.62 Termination Benefits Agreement - Robert W. Baker 29 85K
20: EX-10.63 Termination Benefits Agreement - Peter M. Bowler 29 85K
21: EX-10.64 Termination Benefits Agreement - Donald J. Carty 29 84K
22: EX-10.65 Termination Benefits Agreement - Peter J. Dolara 29 85K
23: EX-10.66 Termination Benefits Agreement - Daniel P. Garton 29 85K
24: EX-10.67 Termination Benefits Agreement - Michael W. Gunn 29 84K
25: EX-10.68 Termination Benefits Agreement - Thomas J. Kiernan 29 85K
26: EX-10.69 Termination Benefits Agreement - David L. Kruse 29 85K
27: EX-10.70 Termination Benefits Agreement - Charles Marlett 29 85K
28: EX-10.71 Termination Benefits Agreement - Anne McNamara 29 85K
29: EX-10.76 Aircraft Purchase Agreement 44 93K
30: EX-12 Computation of Ratio of Earnings to Fixed Charges 1 11K
31: EX-21 Subsidiaries of the Registrant 3 25K
32: EX-23 Consent of Independent Auditors 1 12K
33: EX-27.1 Financial Data Schedule 1 12K
34: EX-27.2 Restated Financial Data Schedule 1 12K
35: EX-27.3 Restated Financial Data Schedule 1 12K
EX-10.50 — Performance Share Program for the Years 1999-2001
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EXHIBIT 10.50
AMR CORPORATION
1999 - 2001 PERFORMANCE SHARE PLAN
FOR OFFICERS AND KEY EMPLOYEES
Purpose
The purpose of the 1999 - 2001 AMR Corporation Performance Share Plan ("Plan")
for Officers and Key Employees is to provide greater incentive to officers and
key employees of AMR Corporation ("AMR" or "the Corporation"), to achieve the
highest level of individual performance, and to meet or exceed specified goals
which will contribute to the success of the Corporation.
Definitions
This Plan has been approved by the Committee under the terms and conditions of
the 1998 Long Term Incentive Plan, as amended ("LTIP"). Capitalized terms not
otherwise defined in the Plan or the award agreement for performance shares
between the Corporation and the employee, will have the meanings set forth in
the LTIP.
For purposes of the Plan, the following definitions will control:
"AMR" is defined as AMR Corporation.
"Committee" is defined as the Compensation Committee of the AMR Board of
Directors.
"Adjusted Earnings/(Loss)" is defined as the sum of the Corporation's
consolidated earnings/(loss) applicable to common shares, preferred dividends,
American Airlines Inc. ("American") aircraft rental expense - net of the Related
Tax Impact, and the Corporation's Net Interest Expense - net of the Related Tax
Impact, less: Calculated Amortization of Operating Leases - net of the Related
Tax Impact. For purposes of the determination of Adjusted Earnings/(Loss), the
Corporation's Net Interest Expense shall be reduced by an amount equal to the
Net Interest Expense of any consolidated non-wholly owned subsidiary multiplied
by the percentage of such subsidiary's common stock held by non-affiliates of
AMR.
1
Definitions (Continued)
"Net Cash Flow" is defined as the sum of Adjusted Earnings/(Loss), the
Corporation's depreciation and amortization expense, Calculated Amortization of
Operating Leases, and any accounting adjustments or extraordinary or unusual
items (net of the Related Tax Impact) or other non-cash items which may be added
or deducted at the discretion of the Committee and approved by the AMR Board of
Directors. For purposes of the determination of Net Cash Flow, depreciation and
amortization expense shall be reduced by an amount equal to the depreciation and
amortization expense of any consolidated non-wholly owned subsidiary multiplied
by the percentage of such subsidiary's common stock held by non-affiliates of
AMR.
"Plan Average Net Cash Flow" is defined as the sum of the Net Cash Flow amounts
for all of the fiscal years in the measurement period divided by three.
"Adjusted Gross Assets" is defined as the Corporation's consolidated total
assets plus accumulated depreciation on equipment and property plus accumulated
amortization on equipment and property under capital leases plus the Capitalized
Value of Operating Leases, less: AMR's cash, short-term investments, Accident
Receivables and minority interest in "Subsidiary Adjusted Gross Assets"
(determined by multiplying "Subsidiary Adjusted Gross Assets" by the percentage
of such subsidiary's common stock held by non-affiliates of AMR).
"Accident Receivables" is defined as amounts recorded as receivables from
insurance carriers related to significant accident losses, and for which an
offsetting liability has been recorded.
"Subsidiary Adjusted Gross Assets" is defined as any non-wholly owned
subsidiary's total assets, plus accumulated depreciation on equipment and
property, plus accumulated amortization on equipment and property under capital
leases, less: cash, short term investments and Accident Receivables.
"Capitalized Value of Operating Leases" is defined as the initial present value
of the lease payments required under American's aircraft operating leases over
the initial stated lease term, calculated using a discount rate of Prime plus
one percent.
"Prime" is defined as the base rate on Corporate Loans posted by at least 75% of
the 30 largest U.S. banks which is published daily in the Wall Street Journal.
"Net Interest Expense" is defined as interest expense, less: interest income.
"Calculated Amortization of Operating Leases" is defined as the amortization
expense associated with Capitalized Value of Operating Leases and is determined
by the straight-line method of amortization over the lease term.
2
Definitions (Continued)
"Related Tax Impact" of an adjustment is defined as the amount of that
adjustment multiplied by the Corporation's estimated marginal tax rate for the
relevant year.
"Measurement Period" is defined as the three year period beginning January 1,
1999 and ending December 31, 2001.
"Average Adjusted Gross Assets" is Adjusted Gross Assets as of December 31 of a
given year during the measurement period, plus Adjusted Gross Assets as of
December 31 of the prior fiscal year, divided by two.
"Plan Average Adjusted Gross Assets" is the sum of Average Adjusted Gross Assets
for each of the years during the measurement period divided by three.
"Cash Flow Return on Gross Assets" is defined as Plan Average Net Cash Flow
divided by Plan Average Adjusted Gross Assets.
"Comparison Airlines" shall consist of Delta Air Lines Inc., Southwest Airlines
Inc., UAL Corp., and US Airways Group, Inc.
Unless otherwise indicated, the sources for all of the financial data specified
above are the applicable Annual Reports on Form 10-K filed by the Corporation.
Accumulation of Shares
The number of shares under the Plan to be distributed to individual participants
is based on the applicable award agreement between the Corporation and the
Employee and is determined by (i) the Corporation's Cash Flow Return on Gross
Assets ("CFROGA"), and (ii) the Corporation's relative rank among the Comparison
Airlines with regard to CFROGA. The accumulation of shares is specified below:
[Download Table]
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GRANTED SHARES - PERCENT OF TARGET
AMR'S CFROGA
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AMR's > = 5.70% > = 6.80% > = 7.90%
Ranking < 5.70% and < 6.80% and < 7.90% and < 8.60% > = 8.60%
------- ------- ----------- ----------- ----------- ---------
1st 75% 100% 125% 150% 175%
2nd 50% 75% 100% 125% 150%
3rd 25% 50% 75% 100% 125%
4th 0% 25% 50% 75% 100%
5th 0% 0% 25% 50% 75%
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Administration
The Committee shall have authority to administer and interpret the Plan,
establish administrative rules, approve eligible participants, and take any
other action necessary for the proper operation of the Plan. In computing CFROGA
of the Comparison Airlines, the Committee may include or exclude special or
non-recurring items. The amount, if any, of the fund shall be computed by the
General Auditor of American based on a certification of CFROGA by American's
independent auditors. A summary of awards under the Plan shall be provided to
the Board of Directors at the first regular meeting following determination of
the awards. The Committee may determine to pay a cash equivalent in lieu of the
stock award.
General
Neither this Plan nor any action taken hereunder shall be construed as giving
any employee or participant the right to be retained in the employ of American
or an Affiliate.
Nothing in the Plan shall be deemed to give any employee any right,
contractually or otherwise, to participate in the Plan or in any benefits
hereunder, other than the right to receive an award as may have been expressly
awarded by the Committee.
In the event of any act of God, war, natural disaster, aircraft grounding,
revocation of operating certificate, terrorism, strike, lockout, labor dispute,
work stoppage, fire, epidemic or quarantine restriction, act of government,
critical materials shortage, or any other act beyond the control of the Company,
whether similar or dissimilar, (each a "Force Majeure Event"), which Force
Majeure Event affects the Company or its Subsidiaries or its Affiliates, the
Board of Directors of the Company, at its sole discretion, may (i) terminate or
(ii) suspend, delay, defer (for such period of time as the Board may deem
necessary), or substitute any awards due currently or in the future under the
Plan, including, but not limited to, any awards that have accrued to the benefit
of participants but have not yet been paid.
In consideration of the employee's privilege to participate in the Plan, the
employee agrees (i) not to disclose any trade secrets of, or other
confidential/restricted information of, American, 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 after such
employment is terminated, and (iii) not to solicit any current employees of
American or any subsidiaries of AMR Corporation to join the employee at his or
her new place of employment after his or her employment with American is
terminated.
The Board of Directors may amend, suspend, or terminate the Plan at any time.
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Dates Referenced Herein and Documents Incorporated by Reference
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