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-10.37 — Current Form of Stock Option Agreement
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EXHIBIT 10.37
Master Document # ((LOG))
STOCK OPTION
STOCK OPTION granted ((GRANTDATE)), by AMR Corporation, a Delaware
corporation (the "Corporation"), to ((FIRSTNAME)) ((LASTNAME)), employee numbER
((EE)), 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 stockholders of the Corporation approved the 1998 Long
Term Incentive Plan at the Corporation's annual meeting held on May 20, 1998
(such plan, as may be amended from time to time, to be referenced the "1998
Plan");
WHEREAS, the l998 Plan provides for the grant of an option to purchase
shares of the Corporation's Common Stock 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 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, $l par value (the "Common Stock").
NOW, THEREFORE:
l. 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 ((OPTIONS)) shares of
Common Stock at a price of $ ((OPTIONPRICE)) 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:
[Download Table]
Exercisable On and After Number of Shares
------------------------ ----------------
((EXDATE1)) ((EXSHRs1))
((EXDATE2)) ((EXSHRs2))
((EXDATE3)) ((EXSHRs3))
((EXDATE4)) ((EXSHRs4))
((EXDATE5)) ((EXSHRs5))
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provided, that in no event shall this option be exercisable in whole or in part
ten years from the date hereof and that the Company 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 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 by
written notice from the Optionee to the Corporation addressed to P.O. Box
6l96l6, Dallas/Fort Worth Airport, Texas 7526l-96l6, Attention: Executive
Compensation. Such notice shall be accompanied (i) by the payment of the option
price in cash or by check or (ii) by whatever other form of payment may be
authorized by the Corporation, and, 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 l933, shall include a
representation by the Optionee that at the time of such exercise he 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 shall promptly thereafter deliver to the
Optionee a certificate or certificates for such shares with all requisite
transfer stamps attached.
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 Employee takes a leave of absence
without reinstatement rights, unless otherwise agreed in writing between the
Corporation and the Employee; except that
(a) If the Optionee's employment by the Corporation (and any
Subsidiary or Affiliate) terminates by reason of death, the option may
thereafter be exercised, to the extent such option was exercisable at
the time of death, by the legal representative of the estate or by the
legatee of the Optionee under the will of the Optionee, for a period
of three years from the date of such death or until the expiration of
the stated term of the option, whichever period is the shorter;
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(b) If the Optionee's employment by the Corporation (and any
Subsidiary or Affiliate) terminates by reason of Disability, the
option may thereafter be exercised, to the extent it was exercisable
at the time of such disability, for a period of three years from the
date of such disability or until the expiration of the stated term of
such option, whichever period is the shorter; provided, however, that,
if the Optionee dies within such three-year period, any unexercised
portion of the option shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of twelve
months from the date of such death or until the expiration of the
stated term of the option, whichever period is the shorter;
(c) If the Optionee's employment by the Corporation (and any
Subsidiary or Affiliate) terminates by reason of Normal or Early
Retirement, the option may thereafter be exercised, to the extent it
was exercisable at the time of such Retirement, for a period of three
years from the date of such retirement or the expiration of the stated
term of the option, whichever period is the shorter; provided,
however, that, if the Optionee dies within such three-year period, any
unexercised portion of the option shall thereafter be exercisable, to
the extent to which it was exercisable at the time of death, for a
period of twelve months from the date of such death or until the
expiration of the stated term of the option, whichever period is the
shorter; and
(d) If the Optionee's employment by the Corporation (and 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.
(e) Change in Control; Potential Change in Control. 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 l998 Plan,
or its successor.
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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 shall be made by the
Board in the number of shares, class or classes of securities and the price per
share subject to outstanding options and Rights.
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. This option (a) shall be binding upon and inure to
the benefit of any successor of the Corporation, (b) shall be governed by the
laws of the State of Texas, and any applicable laws of the United States, and
(c) may not be amended except in writing. No contract or right of employment
shall be implied by this option.
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 l986,
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.
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 l933 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.
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9. Option Subject to l998 Plan. This option shall be subject to all
the terms and provisions of the l998 Plan, and the Optionee shall abide by and
be bound by all rules, regulations and determinations of the Board of Directors
of the Corporation now or hereafter made in connection with the administration
of the l998 Plan. Capitalized terms not otherwise defined herein shall have the
meanings set forth for such terms in the l998 Plan.
IN WITNESS WHEREOF, the Corporation has executed this Stock Option as
of the day and year first above written.
AMR Corporation
------------------------------ By
Optionee -----------------------------
Charles D. MarLett
Corporate Secretary
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Dates Referenced Herein and Documents Incorporated by Reference
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