Exhibit
10.41


 


2003 - 2005
PERFORMANCE UNIT PLAN


FOR OFFICERS AND
KEY EMPLOYEES


 


Purpose


 


The purpose of the 2003 -
2005 AMR Corporation Performance Unit Plan (“Plan”) for Officers and Key
Employees is to provide greater incentive to officers and key employees of the
subsidiaries and affiliates 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


 


For purposes of the Plan,
the following definitions will control:


 


“Affiliate” is defined as
a subsidiary of AMR or any entity that is designated by the Committee as a
participating employer under the Plan, provided that AMR directly or indirectly
owns at least 20% of the combined voting power of all classes of stock of such
entity.


 


“Committee” is defined as
the Compensation / Nominating Committee, or its successor, of the AMR Board of
Directors.


 


“Comparator Group” is
defined as the six major U.S. based carriers including AMR Corporation,
Continental Airlines, Inc., Delta Air Lines, Inc., Northwest Airlines Corp.,
Southwest Airlines Co., and UAL Corporation.


 


“Measurement Period” is
defined as the three year period beginning January 1, 2003 and ending December
31, 2005.


 


“Total Shareholder Return
(TSR)” is defined as the rate of return reflecting stock price appreciation
plus reinvestment of dividends over the Measurement Period.  The average Daily Closing Stock Price
(adjusted for splits and dividends) for the three months prior to the beginning
and ending points of the Measurement Period will be used to smooth out market
fluctuations.


 


“Daily Closing Stock
Price” is defined as the stock price at the close of trading (4:00 PM EST) of
the National Exchange on which the stock is traded.


 


“National Exchange” is
defined as either the New York Stock Exchange (NYSE), the National Association
of Stock Dealers and Quotes (NASDAQ), or the American Stock Exchange (AMEX).


 


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Accumulation of Units 


 


Any payment under
the Plan will be determined by (i) the Corporation’s TSR rank within the
Comparator Group and (ii) the terms and conditions of the award agreement
between the Corporation and the employee. 
The distribution percentage of target units, based on rank, is specified
below:


 


Granted Shares –
Percent of Target Based on Rank


 


	
  Rank

  	
   

  	
  6

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  3

  	
   

  	
  2

  	
   

  	
  1

  	
   

  
	
  Payout%

  	
   

  	
  0

  	
  %

  	
  50

  	
  %

  	
  75

  	
  %

  	
  100

  	
  %

  	
  135

  	
  %

  	
  175

  	
  %

  



 


In the event that a
carrier (or carriers) in the Comparator Group ceases to trade on a National
Exchange at any point in the Measurement Period, the following distribution
percentage of target units, based on rank and the number of remaining
comparators, will be used accordingly.


 


5 Comparators


 


	
  Granted Units –
  Percent of Target Based on Rank

  



 


	
  Rank

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  3

  	
   

  	
  2

  	
   

  	
  1

  	
   

  
	
  Payout%

  	
   

  	
  50

  	
  %

  	
  75

  	
  %

  	
  100

  	
  %

  	
  135

  	
  %

  	
  175

  	
  %

  



 


4 Comparators


 


	
  Granted Units –
  Percent of Target Based on Rank

  



 


	
  Rank

  	
   

  	
  4

  	
   

  	
  3

  	
   

  	
  2

  	
   

  	
  1

  	
   

  
	
  Payout%

  	
   

  	
  75

  	
  %

  	
  100

  	
  %

  	
  135

  	
  %

  	
  175

  	
  %

  



 


3 Comparators


 


	
  Granted Units –
  Percent of Target Based on Rank

  



 


	
  Rank

  	
   

  	
  3

  	
   

  	
  2

  	
   

  	
  1

  	
   

  
	
  Payout%

  	
   

  	
  50

  	
  %

  	
  135

  	
  %

  	
  175

  	
  %

  



 


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 and efficient operation of the Plan. 
The distribution percentage of units, if 


 


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any, will be determined
based on an audit of AMR’s TSR rank by the General Auditor of American
Airlines, Inc.  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 awards will be paid in cash.


 


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 Airlines, Inc. 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 subject to
the terms and conditions of the award agreement between the Corporation and the
employee.


 


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 Corporation, whether
similar or dissimilar,  (each a “Force
Majeure Event”), which Force Majeure Event affects the Corporation or its
subsidiaries or its Affiliates, the Committee, in its sole discretion, may (i)
terminate or (ii) suspend, delay, defer (for such period of time as the
Committee 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 Airlines, Inc. or its Affiliates 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 Airlines,
Inc. or its Affiliates or after such employment is terminated, and (iii) not to
solicit any current employees of American Airlines, Inc. or any subsidiaries of
AMR to join the employee at his or her new place of employment after his or her
employment with American Airlines, Inc. is terminated.


 


The Committee may amend,
suspend, or terminate the Plan at any time.


 


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