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-10.52 — Amr Corporation 1987 Executive Deferral Plan
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EXHIBIT 10.52
AMR CORPORATION
1987 EXECUTIVE DEFERRAL PLAN
(AS AMENDED THROUGH 1999)
MASTER PLAN DOCUMENT
JANUARY 1, 1987
TABLE OF CONTENTS
[Enlarge/Download Table]
Article Subject
------------------- ---------------------------------------------------------------------------------------
1 Definitions
2 Eligibility
3 Deferral Commitments
4 Effect on Other Benefits
5 Establishment of Account/Crediting of Interest
6 Benefit
7 Survivor Benefits
8 Termination of Employment
9 Beneficiary
10 Leave of Absence
11 Employer Liability
12 No Guarantee of Continuing Employment
13 Termination, Amendment or Modification of Plan
14 Restriction on Alienation of Benefits
15 Early Withdrawal
16 Administration of the Plan
17 Miscellaneous
18 Trust
1987 EXECUTIVE DEFERRAL PLAN
OF
AMR CORPORATION
PURPOSE
The purpose of this Plan is to provide specified benefits to key
employees who contribute materially to the growth, development and business
success of AMR Corporation and its subsidiaries.
The Plan is intended to be a "top hat plan" within the meaning of
sections 201((2), 301(a)(3) and 401(a)(2) of the Employee Retirement Income
Security Act of 1974, as amended, and accordingly, all terms hereof shall be
construed in a manner consistent with such provisions.
ARTICLE 1
DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
1.1 ACCOUNT BALANCE shall consist of Deferrals and the earnings
credited thereon pursuant to Article 5, less any withdrawals.
1.2 AGREEMENT shall mean the form of written agreement entered into
by and between an Employer and a Participant with respect to the Plan. Each
Agreement executed by a Participant shall provide within the context of the
Master Plan Document for the Benefit to which such Participant is entitled under
the Plan.
1.3 ANNIVERSARY DATE shall be the last day of a Plan year.
1.4 BENEFIT shall mean the amount paid under the Plan.
1.5 BENEFICIARY shall mean the person of persons or the estate of
Participant named (pursuant to Article 10) to receive any benefits under this
Plan upon the death of a Participant.
1.6 COMMITTEE shall mean the committee appointed to manage and
administer the Plan in accordance with the provisions of this Master Plan
Document.
1.7 COMPANY shall mean AMR Corporation, its subsidiaries and the
successors of each.
1.8 COVERED COMPENSATION shall mean that portion of a Participant's
Gross Salary, Performance Return(s), Performance Share(s), and Incentive(s)
eligible for Deferral.
1.9 DEFERRAL(S) shall mean the amount or amounts of Covered
Compensation that a Participant elects to defer pursuant to the Plan.
1.10 DISTRIBUTION DATE shall mean the date that the Participant
chose in the Agreement to begin receiving the Benefit.
1.11 EFFECTIVE DATE shall be January 1, 1987.
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1.12 EMPLOYER shall mean the Company or subsidiary having one or
more Executives.
1.13 EXECUTIVE shall mean any person in the regular full-time
employment of the Company or any of its subsidiaries (as determined by the then
existing personnel policies and practices of the Company or affiliate or
subsidiary) who has been determined by the Committee to be eligible for
participation in the Plan.
1.14 GROSS SALARY will mean the yearly salary and commissions paid
to an Executive, excluding, Incentive(s), overtime, and non-monetary awards, for
employment services to the Employer.
1.15 INCENTIVE(S) shall mean payment pursuant to any incentive,
commission, profit sharing, or other bonus payment plan sponsored by the
Employer.
1.16 MASTER PLAN DOCUMENT is this document setting forth the
provisions of the Plan.
1.17 PARTICIPANT shall mean any Executive who elects to participate
in the Plan, signs an Agreement and is accepted into the Plan.
1.18 PERFORMANCE RETURN(S) shall be the proceeds that the
Participant could receive during a Plan Year as a Performance Return on Career
Equity pursuant to the Participant's career equity contract.
1.19 PERFORMANCE SHARE(S) shall be the cash equivalent proceeds that
the Participant could receive during a Plan Year pursuant to the Performance
Share Program.
1.20 PLAN shall mean this 1987 Executive Deferral Plan of AMR
Corporation, which shall be evidenced by this Master Plan Document and by each
Agreement.
1.21 PLAN YEAR shall begin on January 1 of each year.
1.22 RETIREMENT shall mean achievement of retiree status with the
Employer (as determined by the then existing personnel policies of the
Employer).
1.23 TERMINATION OF EMPLOYMENT or TERMINATION shall mean the ceasing
of employment, voluntarily or involuntarily, excluding Retirement or death.
ARTICLE 2
ELIGIBILITY
2.1 The Committee shall have the sole discretion to determine those
individuals who are eligible to become Participants in the Plan.
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2.2 To become a Participant, the Executive shall complete, execute,
and return to the Committee an Agreement and comply with any further conditions
as many be established by the Committee.
ARTICLE 3
DEFERRAL COMMITMENTS
3.1 Elections to defer Covered Compensation must be made and
received by the Committee by September 15 of the Plan Year prior to the Plan
Year in which the Deferral will actually begin.
3.2 The minimum annual Deferral shall be: either one hundred percent
(100%) of, or a minimum of five thousand dollars ($5,000) from, Gross Salary;
either one hundred percent (100%) of, or a minimum of five thousand dollars
($5,000) from, Incentives; either one hundred percent (100%) of, or a minimum of
five thousand dollars ($5,000) from, Performance Returns; or either one hundred
percent (100%) of, or a minimum of five thousand dollars ($5,000) from,
Performance Shares.
3.3 The maximum annual Deferral shall be 100% of Covered
Compensation per Plan Year, excluding FICA and other deductions required by law.
3.4 Deferrals from the Participant's Gross Salary shall be deducted
in equal amounts for each pay period during the Plan Year.
3.5 Deferrals from the Participant's Incentives, Performance
Returns, or Performance Shares shall be deducted at the time of the Incentive
payment, Performance Return, or Performance Share payment.
3.6 A Participant shall be fully vested in his or her Account
Balance at all times.
3.7 The minimum Deferral period is two (2) years.
ARTICLE 4
EFFECT ON OTHER BENEFITS
4.1 Deferrals shall not reduce benefits from any other employee
benefit plan of the Employer that is based on a Participant's Gross Salary,
except that Deferrals shall not constitute compensation for purposes of
calculating pension benefits or allowable deductions under the Employer's
section 401(k) plan (the $uper $aver Plan) unless and until distributed. This
includes, but is not limited to, life insurance and disability benefits.
ARTICLE 5
ESTABLISHING OF ACCOUNT AND CREDITING OF EARNINGS
5.1 The Employer shall establish on its books an account for each
Participant in the Plan.
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5.2 Each such account shall constitute only a bookkeeping entry by
the Employer for purposes of facilitating the computation of Benefits.
5.3 Account Balances shall be adjusted monthly as though they were
invested pursuant to the Participant's direction under rules established by the
Committee among the investment funds chosen by the Committee. The earnings rate
for a partial month shall be prorated.
ARTICLE 6
BENEFIT PAYMENT
6.1 Subject to Section 6.5, the Employer will pay the Benefit from
the Participant's Account Balance beginning on the Distribution Date time and in
the manner specified by the Participant in the Agreement.
6.2 If the Participant has failed to specify the manner in which the
Benefit shall be distributed, payment of the Benefit shall be in a lump sum as
soon as is administratively feasible following Termination of Employment or
Retirement.
6.3 The unpaid Account Balance will be adjusted monthly pursuant to
Section 5.3.
6.4 The Employer shall withhold from payments made under this Plan
any taxes required to be withheld from a Participant's wages for Federal, state,
or local government.
6.5 The Participant may elect to extend the Distribution Date by
notifying the Committee in writing at least one (1) year plus one (1) day prior
to the initially selected Distribution Date. The Participant may elect to extend
the Distribution Date a maximum of two (2) times for each Deferral.
ARTICLE 7
SURVIVOR BENEFITS
7.1 If the Participant dies prior to (i) the commencement of
benefits (as contemplated under Article 6) or (ii) the payment in full of the
amount in the Participant's Account Balance, the Account Balance as of the
Participant's death shall be paid to the Beneficiary.
7.2 The Participant may request the mode of payment of the foregoing
benefit in the Agreement, which the Committee, in its sole discretion, may
authorize.
7.3 Benefits will be paid in the same manner as in Section 6.2, 6.3,
and 6.4.
5
ARTICLE 8
TERMINATION OF EMPLOYMENT
8.1 Upon a Termination of Employment, the Participant will be
entitled to a Benefit at the time and in the manner specified by the Participant
in the election form. Account Balances will continue to be adjusted pursuant to
Section 5.3.
ARTICLE 9
BENEFICIARY
9.1 All payments made by the Employer under the Plan shall be made
to the Participant during the Participant's lifetime.
9.2 A Participant shall designate a Beneficiary to receive benefits
under the Plan by completing the appropriate form as designated by the
Committee.
9.3 A Participant shall have the right at any time to change the
Beneficiary by submitting to the Committee a Change of Beneficiary Notice in the
form prescribed by the Committee.
9.4 Each Change of Beneficiary Notice shall be in writing and shall
be effective when received by the Employer. The Employer shall acknowledge in
writing receipt of each Change of Beneficiary Notice.
9.5 Each Change of Beneficiary Notice shall automatically revoke and
supersede any prior Beneficiary designation, if any.
9.6 Any payment made by the Employer in accordance with this Plan
shall fully discharge the Employer from all further obligations with respect to
the amount of such payment.
9.7 If no Beneficiary designation is in effect at the time of the
Participant's death or if the named Beneficiary has predeceased the Participant,
then the Beneficiary (ies) shall be: (1) the surviving spouse, (2) if there is
no surviving spouse, then the Participant's issue per stirpes, or (3) if no such
issue survive the Participant, then the Participant's estate.
ARTICLE 10
LEAVE OF ABSENCE
10.1 If a Participant is authorized by the Company for any reason to
take a PAID Leave of Absence, the Deferral commitments shall remain in full
force and effect.
10.2 If a Participant takes an UNPAID Leave of Absence from the
employment of the Company, the Deferral commitments shall be suspended until the
Leave of Absence ends and the Participant's paid status resumes.
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ARTICLE 11
EMPLOYER LIABILITY
11.1 Benefits to a Participant shall be paid exclusively from the
general assets of the Employer.
11.2 The right of the Participant to Benefits shall be no greater
than that of an unsecured general creditor, except as otherwise provided by law.
11.3 The Employer shall have no obligation to a Participant under
the Plan, except as provided in the Master Plan Document.
11.4 The Participant must cooperate with the Employer in furnishing
all information requested by the Employer in order to facilitate the payment of
Benefits.
ARTICLE 12
NO GUARANTEE OF CONTINUING EMPLOYMENT
12.1 Nothing herein shall constitute a contract of continuing
employment between the Employer and the Participant.
ARTICLE 13
TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
13.1 The Employer reserves the right to terminate this Plan. In the
event of Employer-instigated Plan termination, the Participants will receive
their Account Balances as of the date of termination. The mode of payment shall
be determined by the Committee.
13.2 Termination of this Plan shall not terminate the rights of a
Participant or a Beneficiary to continue to receive any Benefits under this Plan
to which they have become entitled prior to its termination.
ARTICLE 14
RESTRICTION ON ALIENATION OF BENEFITS
14.1 No right or benefit under the Plan shall be subject to
alienation, sale, transfer, pledge, assignment or encumbrance by a Participant,
a Beneficiary or other person except as may be required by law.
ARTICLE 15
EARLY WITHDRAWAL
15.1 No withdrawal for hardship is contemplated by this Plan.
However, the Committee, in its sole discretion, may consider and grant a request
for hardship withdrawal upon terms which the Committee may deem fair and
equitable. A hardship for these purposes shall mean a severe financial hardship
to the Participant resulting from extraordinary circumstances beyond the control
of the Participant.
7
15.2 A Participant may, upon 30 days' prior written notice to the
Committee, elect to receive all or a portion of his or her Account Balance, in
which case the Committee shall promptly after the 30-day period pay to the
Participant 90% of the portion of the Account Balance that the Participant has
elected to receive. The remaining 10% of the elected portion of the Account
Balance shall be canceled and the Company shall have no further obligation with
respect thereto. If the Participant elects an immediate pay-out pursuant to this
Section 15.2, the Participant may not make further Deferrals in this Plan for a
period of two-years thereafter. The Participant is not eligible to make further
Deferrals in this Plan again if the Participant elects a withdrawal pursuant to
this Section 15.2 more than once. Notwithstanding anything else in this Plan to
the contrary, 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, other act, whether similar or dissimilar,
beyond the control of the Company (each a "Force Majeure Event"), which Force
Majeure Event affects the Company or its subsidiaries, the Board of Directors of
the Company, at its sole discretion, may (i) terminate this Section 15.2 or (ii)
suspend, delay, defer or substitute (for such period of time as the Board may
deem necessary) any payments due by operation of this Section 15.2.
ARTICLE 16
ADMINISTRATION OF THE PLAN
16.1 The general administration of this Plan, as well as
construction and interpretation thereof, shall be vested in the Committee. The
number of Committee members shall be established by, and the members shall be
appointed from time to time by, and shall serve at the pleasure of, the Board of
Directors of the Employer; provided, however, that no member of the Committee
shall be allowed to participate in decisions regarding his own eligibility or
benefits under the Plan.
16.2 Subject to the Plan, the Committee shall from time to time
establish rules, forms and procedures for the administration of the Plan. Except
as otherwise expressly provided, the Committee shall have the exclusive right to
interpret the Plan and to decide any and all matters arising thereunder. The
Committee's decisions shall be conclusive and binding upon all persons having or
claiming to have any right or interest under the Plan.
16.3 The Committee may employ such consultants, advisors and
managers as it deems necessary or useful in carrying out its duties.
16.4 No member of the Committee shall be liable for any act or
omission on such Committee member's own part, excepting willful misconduct. The
Employer shall indemnify and save harmless each member of the Committee against
any and all expenses and liabilities arising out of membership on the Committee,
with the exception of expenses and liabilities arising out of willful
misconduct.
16.5 To enable the Committee to perform its functions, the Employer
shall supply full and timely information to the Committee on all matters
relating to the compensation of all
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Participants, their retirement, death or other cause for termination of
employment and such other pertinent facts as the Committee may require.
16.6 The Committee shall have the power, in its sole discretion, to
change the manner and time of payments to be made to a Participant or
Beneficiary from that set forth in the Participant's Agreement.
16.7 The Company reserves the right to amend this Plan as it deems
appropriate for future deferral years.
16.8 Dispute Resolution Procedure:
(a) Notice of Denial of Claim. When a Participant's claim for
benefits under this Plan has been denied, the Committee shall provide notice to
the Participant in writing of the denial within 90 days after the submission of
the claim. The notice shall be written in a manner calculated to be understood
by the applicant and shall include:
(i) the specific reason or reasons for denial;
(ii) specific references to the pertinent Plan provisions
on which the denial is based;
(iii) a description of any additional material or
information necessary for the applicant to perfect the claim and an
explanation of why such material or information is necessary; and
(iv) an explanation of the Plan's claim review
procedures.
If special circumstances require an extension of time for processing the initial
claim, a written notice of the extension and the reason therefore shall be
furnished to the claimant before the end of the initial 90-day period. In no
event shall this extension exceed 90 days.
(b) Appeal of Denied Claim. In the event a claim for benefits
under the Plan is denied or if the applicant has had no response to such claim
within 90 days of its submission (in which case the claim for benefits shall be
deemed to have been denied), the applicant or his duly authorized
representative, at the applicant's sole expense, may appeal the denial to his
Employer within 60 days of the receipt of written notice of the denial or 60
days from the date such claim is deemed to be denied. In pursuing such appeal
the applicant or his duly authorized representative:
(i) may request in writing that his Employer review the
denial;
(ii) may review pertinent documents; and
(iii) may submit issues and comments in writing.
9
The decision on review shall be made within 60 days of receipt of the request
for review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than 120 days after receipt of the request for review. If such an
extension of time is required, written notice of the extension shall be
furnished to the claimant before the end of the original 60-day period. The
decision on review shall be made in writing, shall be written in a manner
calculated to be understood by the claimant, and shall include specific
references to the provisions of this Plan on which the denial is based. If the
decision on review is not furnished within the time specified above, the claim
shall be denied on review
ARTICLE 17
MISCELLANEOUS
17.1 Any notice given under the Plan shall be in writing and shall
be mailed or delivered to: American Airlines, Inc., Executive Compensation and
Benefits, Mail Drop 5131 HDQ, P . O. Box 619616, DFW Airport, TX 75261-9616.
17.2 The Plan shall be binding upon the Employer and its respective
successors or assigns and upon a Participant, Participant's Beneficiary,
assigns, heirs, executors and administrators.
17.3 The Plan and Plan Agreement shall be governed by and construed
under the Laws of the State of Texas.
17.4 Headings in the Master Plan Document are inserted for
convenience of reference only. In the event of any conflict between such
headings and the text, the text shall govern.
17.5 Masculine pronouns, however used, shall include feminine
pronouns and when the context dictates, the singular shall include the plural.
ARTICLE 18
TRUST
18.1 To assist in the payment of Benefits following a Change in
Control or Potential Change in Control (each as defined in the 1999 Long-Term
Incentive Plan (or its successors) of AMR Corporation ("AMR") with respect to
AMR, the Board of Directors of AMR or its General Counsel or its Corporate
Secretary may establish a trust.
18.2 The trust which may be established pursuant to Section 18.1
will be: i) with a nationally recognized banking institution with experience in
serving as a trustee for such matters, ii) pursuant to such documentation as
recommended by outside counsel to AMR, and iii) funded so as to enable the trust
to pay the Benefits contemplated under the Plan as may be determined by AMR's
independent compensation consultant. In addition, AMR's Board of Directors, its
General Counsel or its Corporate Secretary, may take those additional actions
deemed reasonably necessary to accomplish the stated purpose of Section 18.1.
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IN WITNESS WHEREOF the Employer has signed this Plan this ___ day of __________,
1999.
AMR CORPORATION
By:
--------------------------------------
C.D. MarLett
Title: Corporate Secretary
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