Exhibit 10.32


 


STOCK OPTION


 


STOCK OPTION granted «Gdate»,
by AMR Corporation, a Delaware corporation (the “Corporation”), and «First» «Last»,
employee number «ID», 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 1998 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, $1 par value (the
“Common Stock”).


 


NOW, THEREFORE:


 


1.                                       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 «Shares»
shares of Common Stock at a price of $«Price» 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:


 


	
  Exercisable On and After

  	
   

  	
  Number of
  Shares

  	
   

  
	
  «Vdate1»

  	
   

  	
  «Shares1»

  	
   

  
	
  «Vdate2»

  	
   

  	
  «Shares2»

  	
   

  
	
  «Vdate3»

  	
   

  	
  «Shares3»

  	
   

  
	
  «Vdate4»

  	
   

  	
  «Shares4»

  	
   

  
	
  «Vdate5»

  	
   

  	
  «Shares5»

  	
   

  



 


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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 Corporation 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 rule of the Corporation, 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 pursuant to whatever procedures may be adopted by the
Corporation.  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 1933, the
Optionee will make a representation that 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 or
its agent shall promptly thereafter deliver to the Optionee a certificate or
certificates for such shares with all requisite transfer stamps attached.  (In the event of a cashless exercise, the
Corporation or its agent will pay to the Optionee the appropriate cash amount,
less required withholdings.)


 


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
Optionee takes a leave of absence without reinstatement rights, unless
otherwise agreed in writing between the Corporation and the Optionee; except
that


 


(a)                                  If the
Optionee’s employment by the Corporation (and any Subsidiary or Affiliate)
terminates by reason of death, the vesting of the option will be accelerated
and the option will remain exerciseable until its expiration;


 


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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 will continue to vest in
accordance with its terms and may be exercised until its expiration; provided,
however, that if the Optionee dies after such Disability the vesting of the
option will be accelerated and the option will remain exerciseable until its
expiration;


 


(c)                                  Subject
to Section 7(c), if the Optionee’s employment by the Corporation (and any
Subsidiary or Affiliate) terminates by reason of Normal or Early Retirement, the
option will continue to vest in accordance with its terms and may be exercised
until its expiration; provided, however, that if the Optionee dies after
Retirement the vesting of the option will be accelerated and the option will
remain exerciseable until its expiration;


 


(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; and


 


(e)                                  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 1998 Plan, or its
successor.


 


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 may be made by the Board in the number of shares, class
or classes of securities and the price per share.


 


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.


 


(a)                                  This
option (i) shall be binding upon and inure to the benefit of any successor of
the Corporation, (ii) shall be governed by the laws of the State of Texas, and
any applicable laws of the United States, and (iii) may not be amended except
in writing.  No contract or right of
employment shall be implied by this option.


 


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(b)                                 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 1986, 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.


 


(c)                                  In the event
the Optionee’s employment is terminated by reason of Early or Normal Retirement
and the Optionee subsequently is employed by a competitor of the Corporation,
the Corporation reserves the right, upon notice to the Optionee, to declare the
option forfeited and of no further validity.


 


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 1933 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.


 


9.                                       Option
Subject to 1998 Plan. 
This option shall be subject to all the terms and provisions of the 1998
Plan and the Optionee shall abide by and be bound by all rules, regulations and
determinations of the Board now or hereafter made in connection with the
administration of the 1998 Plan. 
Capitalized terms not otherwise defined herein shall have the meanings
set forth for such terms in the 1998 Plan.


 


IN WITNESS WHEREOF, the
Corporation has executed this Stock Option as of the day and year first above
written.


 


 


	
   

  	
  AMR Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Charles D. MarLett

  	
   

  
	
  Optionee

  	
  Charles D. MarLett

  
	
   

  	
  Corporate Secretary

  
				



 


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