AMR
CORPORATION


2009
LONG TERM INCENTIVE PLAN







SECTION
1  Purpose,
Definitions.






The
purpose of the AMR Corporation 2009 Long Term Incentive Plan (the “Plan”) is to
enable AMR Corporation (the “Company”) to attract, retain and reward key
employees of the Company and its Subsidiaries, and strengthen the mutuality of
interests between such key employees and the Company’s stockholders, by offering
such key employees performance-based stock incentives and/or other equity
interests or equity-based incentives in the Company, as well as
performance-based incentives payable in cash.






For
purposes of the Plan, the following terms shall be defined as set forth
below:






(a)  “Award”
means any award of a Stock Option, Stock Appreciation Right, Restricted Stock,
Deferred Stock, Performance Related Award or Stock Based Award made pursuant to
the Plan.  Award shall also include a cash incentive award payable in
accordance with Section 8(b).






(b)  “Board”
means the Board of Directors of the Company.






(c)  “Cause”
means a felony conviction of a Participant or the failure of a Participant to
contest prosecution for a felony, or a Participant’s willful misconduct or
dishonesty, any of which is directly and materially harmful to the business or
reputation of the Company or any Subsidiary.






(d)  “Change
in Control” means, unless otherwise defined, the happening of any of the
following:






(i)  When
during any 12 month period any “person” as defined in Section 3(a)(9) of
the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including any
“group” within the meaning of both Section 13(d) of the Exchange Act and Treas.
Reg. §1.409A-3(i)(5)(v)(B), but excluding the Company, any Subsidiary or any
employee benefit plan sponsored or maintained by the Company or any Subsidiary
(including any trustee of such plan acting as trustee), directly or indirectly,
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act, as amended from time to time), of securities of the Company representing
thirty percent (30%) or more of the combined voting power of the Company’s then
outstanding securities;






(ii)  When
during any 12 month period the individuals who, as of the beginning of such
period, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the effective date of the Plan
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual (x) whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board and (y) who is a nominee
or other representative of the person(s) who conducted or threatened such
contest or solution or an affiliate thereof; or






(iii)  Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the acquisition of assets
of another corporation (a “Business Combination”); provided; however, that a
Business Combination will not constitute a Change in Control if each of the
following three conditions are satisfied following such Business
Combination:






(A)           all
or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the then outstanding shares of Stock of the Company and
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than fifty percent (50%) of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries);






(B)           no
person (excluding any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) becomes, by reason of
such Business Combination, the beneficial owner, directly or indirectly, of
thirty percent (30%) or more of the combined voting power of the then
outstanding voting securities of such corporation, but disregarding for this
purpose any beneficial ownership held more than 12 months prior to the effective
time of such  Business Combination; and






(C)           at
least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.






Without
limiting the generality of the foregoing, the above definition is intended to
constitute a change in the ownership, a change in effective control or a change
in the ownership of a substantial portion of the assets of the Company, in each
case as defined in Treasury Regulation 1.409A-3(i)(5) or any successor guidance
thereto (a “409A Change Event”) and no event, change in ownership or occurrence
shall be a Change in Control under this Plan unless it is also a 409A Change
Event.






(e)  “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.






(f)  “Committee”
means the committee referred to in Section 2 of the Plan.






(g)  “Company”
means AMR Corporation, a corporation organized under the laws of the State of
Delaware, or any successor corporation.






(h)  “Deferred
Stock” means a right granted pursuant to Section 7 to receive Stock at the end
of a specified Restriction Period or, if so specified by the Committee,
Restricted Stock prior to the end of the specified Restriction
Period.






(i)  “Disability”,
for awards not subject to Section 409A of the Code, means disability as
determined under procedures established by the Committee for purposes of this
Plan.  For awards subject to Section 409A of the Code, “Disability”
shall have the meaning given in Section 409A(a)(2)(C) of the Code; determination
of such Disability shall be made by the Committee consistently with Treasury
Regulation 1.409A-3(i)(4)(i) or successor guidance thereto.






(j)  “Early
Retirement” means retirement from active employment with the Company and any
Subsidiary at or after (i) attaining age 55
with 10 years of service or (ii) having satisfied
the conditions for early retirement under any pension plan of the Company or any
Subsidiary in which the Participant is a participant.






(k)  “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.






(l)  “Fair
Market Value” means, as of any given date, the last sale price of the Stock on
the New York Stock Exchange (or such other exchange or automated trading system
on which the Stock is then principally traded) at the time of such grant or
exercise, as applicable or, if no such sale of Stock occurs on such date, the
last sale price on the immediately prior business day on which sales occurred
occur.  If, at any time, the Stock is not traded on an exchange or
automated trading system, Fair Market Value shall be the fair market value of
the Stock as determined by the Committee in good faith.






(m)  “Incentive
Stock Option” means any Stock Option intended to be and designated as an
“Incentive Stock Option” within the meaning of Section 422 of the
Code.






(n)  “Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock
Option.






(o)  “Normal
Retirement” means retirement from active employment with the Company and any
Subsidiary pursuant to the applicable retirement provisions of the applicable
pension plan of such entity.






(p)  “Participant”
means any officer or key employee of the Company or any Subsidiary who has been
granted an Award under the Plan.






(q)  “Performance
Criteria” shall have the meaning ascribed thereto in Section 8.






(r)  “Performance
Related Award” means any Performance Related Incentive Award or Performance
Related Stock Award made pursuant to Section 8, the vesting of which is
contingent upon the determination by the Committee that performance objectives
established by the Committee have been attained, in whole or in
part.






(s)  “Performance
Related Incentive Award” shall have the meaning ascribed thereto in Section
8.






(t)  “Performance
Related Stock Award” shall have the meaning ascribed thereto in Section
8.






(u)  “Plan”
means this AMR Corporation 2009 Long Term Incentive Plan, as it may be amended
from time to time.






(v)  “Prior
Plan” means the 1998 AMR Corporation Long Term Incentive Plan, as in effect
immediately prior to the effective date hereof, or as the same may be amended
from time to time.






(w)  “Restricted
Stock” means shares of Stock that are subject to restrictions under
Section 7 below.






(x)  “Retirement”
means Normal Retirement or Early Retirement.






(y)  “Stock”
means the Common Stock, $1.00 par value per share, of the Company.






(z)  “Stock
Appreciation Right” means the right granted under Section 6 below which
entitles the grantee to receive, upon the exercise thereof in whole or in part,
an amount in shares of Stock equal in value to the excess of the Fair Market
Value (at the time of exercise) of one share of Stock over the base price per
share specified with respect to the Stock Appreciation Right, multiplied by the
number of shares in respect of which the Stock Appreciation Right shall have
been exercised.  The number of shares to be issued shall be calculated
on the basis of the Fair Market Value of the shares at the time of
exercise.  Notwithstanding the foregoing, the Committee may elect, at
any time and from time to time, in lieu of issuing all or any portion of the
shares of Stock otherwise issuable upon any exercise of any such Stock
Appreciation Right, to pay the grantee an amount in cash or other marketable
property of a value equivalent to the aggregate Fair Market Value at the time of
exercise of the number of shares of Stock that the Committee is electing to
settle in cash or other marketable property.






(aa)  “Stock-Based
Award” shall have the meaning ascribed thereto in Section 9.






(bb)  “Stock
Option” or “Option” means any option to purchase shares of Stock granted
pursuant to Section 5 below.






(cc)  “Subsidiary”
means any corporation (other than the Company) or other business entity in an
unbroken chain beginning with the Company if each of the corporations or
business entities (other than the last corporation or entity in the unbroken
chain) owns (i)
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in the chain or (ii) capital and
profits interests representing fifty percent (50%) or more of all the capital
and profits interests in one of the business entities (other than a corporation)
in the chain.






SECTION
2  Administration.






(a)  Appointment
of Committee.  The Plan shall be administered by a committee of
not less than two members of the Board, who shall be appointed by, and serve at
the pleasure of, the Board. In selecting the members of the Committee, the Board
shall take into account the requirements for the members of the Committee to be
treated as “Outside Directors” within the meaning of Section 162(m) of the Code
and “Non-Employee Directors” for purposes of Rule 16b-3, as promulgated
under Section 16 of the Exchange Act. The functions of the Committee
specified in the Plan shall be exercised by the Board, if and to the extent that
no Committee exists which has the authority to so administer the Plan, or to the
extent that, at the time the action is to be taken, it is known that the
Committee is not comprised solely of Non-Employee Directors for purposes of
Rule 16b-3, as promulgated under Section 16 of the Exchange
Act.






(b)  Powers
Related to Awards.  The Committee shall have full authority to
grant, pursuant to the terms of the Plan, Awards to officers and other key
employees eligible under Section 4.  In addition to any other
authority that may be afforded to the Committee under the Plan, the Committee
shall have the authority:






(i)  to select
the officers and other key employees of the Company and its Subsidiaries to whom
Awards may from time to time be granted hereunder and, subject to the provisions
of Sections 3, 5 and 8, to determine the number of shares to be covered by
each such Award granted hereunder;






(ii)  to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder (including, but not limited to, the share price
and any restriction or limitation, or any vesting acceleration or waiver of
forfeiture restrictions, regarding any Stock Option or other Award and/or the
shares of Stock relating thereto, based in each case on such factors as the
Committee shall determine in its sole discretion);






(iii)  to
determine whether, to what extent and under what circumstances Awards are to be
made, and operate, on a tandem basis vis-a-vis other Awards under the Plan
and/or awards outside of the Plan;






(iv)  to
determine the terms and conditions pursuant to which an Award may vest on a pro
rata basis or be terminated; and






(v)  to impose
conditions that may require the repayment, in whole or in part, of the
compensation or other benefit received by a Participant with respect to any
Award or Awards, to the extent that the compensation or benefit was derived from
the misconduct of the Participant or inaccuracies in the financial or
performance-related data upon which payment of any Award was made.






(c)  Interpretative
Powers.  The Committee shall have the authority: to adopt and
modify such rules, guidelines and practices governing the Plan which are not
inconsistent with the terms of the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan.  Section 409A of the Code
applies to certain Awards under this Plan, and it is intended that all such
Awards shall be issued, administered, exercised and paid or transferred in
conformance therewith.  All decisions made by the Committee pursuant
to the provisions of the Plan shall be made in the Committee’s sole discretion
and shall be final and binding on all persons, including the Company and
Participants.  Accordingly, notwithstanding anything in Section 11 to
the contrary, the Committee shall have authority to amend or restate the terms
of a grant or award to preclude violation of Section 409A of the Code, without
the consent of the recipient thereof.






(d)  Delegation.  The
Committee may appoint in writing such person or persons as it may deem necessary
or desirable to carry out any of the duties and responsibilities of the
Committee hereunder and may delegate to such person or persons in writing such
duties, and confer upon such person or persons in writing, such powers,
discretionary or otherwise, as the Committee may deem appropriate. Without
limiting the generality of the foregoing, but subject to applicable law, the
Committee may authorize from time to time the Chief Executive Officer and/or a
member of the Board or a committee of directors or officers of the Company or
its Subsidiaries or a subcommittee of members of the Committee to grant Awards
under this Plan to officers and other key employees of the Company or its
Subsidiaries authorized or approved by the Committee (including grants of
individual Awards to officers and other key employees authorized or approved by
the Committee in a pool of Awards for a group of officers and/or other key
employees), subject to any conditions or limitations as the Committee may
establish; providedthat all Awards to executive officers of the Company shall be approved by
the Committee or a subcommittee thereof.






SECTION
3  Stock
Subject to Plan.






(a)  Initial
Share Authorization.  The total number of shares of Stock
reserved and available for distribution under the Plan shall be 4,000,000
shares.  Shares issued under this Plan may consist, in whole or in
part, of authorized and unissued shares or treasury shares.  As
otherwise expressly provided in this Plan, Awards granted hereunder may be
payable in shares of Stock, cash or other property, or any combination thereof,
as determined by the Committee.






(b)  Effect
of Forfeitures and Other Settlements.  Any shares of Stock
subject to a Stock Option or Stock Appreciation Right, or to any Restricted
Stock, Deferred Stock or Performance Related Award, or a comparable award
granted under the Prior Plan, that, in either case, after the date this Plan is
adopted, is forfeited or otherwise terminated or settled, in whole or in part,
without a payment being made to the Participant in the form of Stock shall again
be available for distribution in connection with future Awards under the
Plan.  Without limiting the generality of the preceding sentence, upon
the exercise of a Stock Appreciation Right, regardless of whether granted on a
stand-alone basis or in tandem with any Stock Option, only the number of shares
of Stock actually issued in connection with the exercise of such Stock
Appreciation Right (and not the corresponding number of shares of Stock related
to the Stock Appreciation Right (or portion thereof) being exercised) shall be
treated as issued under the Plan and the remaining number of shares of Stock
related to such exercised Stock Appreciation Right (or portion thereof),
including the corresponding number of shares related to any tandem Stock Option
cancelled upon such exercise, shall again be available for issuance under the
Plan.






(c)  Adjustments.  In
the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, extraordinary cash dividend, other change in corporate
structure affecting the Stock, or other event or transaction of a similar nature
that results in a material change in the value of the Stock, such substitution
or adjustment shall be made in the aggregate number of shares reserved for
issuance under the Plan, in the number and option price or base price of shares
subject to outstanding Stock Options or Stock Appreciation Rights granted under
the Plan, and in the number of shares subject to other outstanding Awards
granted under the Plan as may be determined to be appropriate by the Committee,
in its sole discretion and in compliance with Section 409A of the Code, to
prevent the enhancement or diminution of the rights of any Participant hereunder
or in the benefits collectively available under the Plan for all Participants
and all persons eligible to be Participants, provided that the number of shares
subject to any Award shall always be a whole number.






SECTION
4  Eligibility.






Officers
and other key employees of the Company and its Subsidiaries (but excluding
members of the Committee and any person who serves only as a director) who are
responsible for, or contribute to, the management, growth and/or profitability
of the business of the Company and/or its Subsidiaries are eligible for Awards
under the Plan.






SECTION
5  Stock
Options.






Stock
Options may be granted alone, in addition to, or in tandem with, other Awards
granted under the Plan.  Any Stock Option granted under the Plan shall
be in such form as the Committee may from time to time approve.  The
Committee shall have the authority to grant to any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights); provided that, in no event
shall the number of shares of Stock subject to any Stock Options and/or Stock
Appreciation Rights granted to any employee during any calendar year exceed
750,000 shares, as such number may be adjusted pursuant to
Section 3(c).  In no event may any Stock Option or Stock
Appreciation Rights be granted in connection with, or conditioned upon, the
exercise of any previously granted Stock Option or Stock Appreciation
Rights.  Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable:






(a)  Option
Price.  The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant;
provided, that such option price may not be less than the Fair Market Value of
the Stock at the time the Stock Option is granted.  Without the
express approval of the Company’s stockholders, except as otherwise provided in
Section 3(c), the Committee shall not be entitled to amend or otherwise modify
any Stock Option to lower the option price per share below the Fair Market Value
on the date of grant, or to issue any replacement Stock Option or similar Award
in exchange for a Stock Option with a higher exercise price.






(b)  Option
Term.  The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten
(10) years after the date the Option is granted.






(c)  Exercisability.  Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at the time of grant;
provided, however, that (i) except as otherwise expressly provided in the Plan,
no Stock Option shall be exercisable prior to the first anniversary date of the
granting of the Option and (ii) after the date any Stock Option is granted, such
Stock Option may only become exercisable on a accelerated basis in the event of
a Change in Control or the Participant’s death, Disability or Retirement, as
provided in the Plan or otherwise determined by the Committee.






(d)  Method
of Exercise.  Subject to whatever installment exercise
provisions apply under Section 5(c) and subject to whatever restrictions may be
imposed by the Company, Stock Options may be exercised in whole or in part at
any time during the option period, by giving written notice of exercise to the
Company specifying the number of shares as to which the Stock Option is being
exercised.  Without limiting the generality of the foregoing, payment
of the option price may be made: (i) in cash or its equivalent;
(ii) by exchanging shares of Stock owned by the optionee (which are not the
subject of any pledge or other security interest); (iii) through an
arrangement with a broker approved by the Company whereby payment of the
exercise price is accomplished with the proceeds of the sale of Stock; or
(iv) by any combination of the foregoing, provided that the combined value
of all cash and cash equivalents paid and the Fair Market Value of any such
Stock so tendered to the Company, valued as of the time of such tender, is at
least equal to such option price.  In addition, the Committee may
permit any Stock Option to be exercised without payment of the purchase price,
in which case the Company’s sole obligation shall be to issue to the optionee
the same number of shares of Stock as would have been issued had such Stock
Option been Stock Appreciation Rights in respect of an identical number of
shares of Stock.  An optionee shall not have any rights to dividends
or other rights of a stockholder with respect to shares subject to the Option
until the optionee has exercised such Stock Option by paying for the shares
being exercised (or the Company has elected to net settle such Stock Option) in
accordance with this Section 5(d).






(e)  Transferability
of Options.  Unless the Committee shall permit (on such terms
and conditions as it shall establish) an Option (other than an Incentive Stock
Option) to be transferred to a member of the Participant’s immediate family or
to a trust or similar vehicle solely for the benefit of the Participant and/or
such immediate family members, no Option shall be assignable or transferable
except by will or the laws of descent and distribution, and except to the extent
required by law, no right or interest of any Participant shall be subject to any
lien, obligation or liability of the Participant.






(f)  Termination
by Death, Disability and Retirement.  Subject to
Section 5(g), if an optionee’s employment by the Company and any Subsidiary
terminates by reason of death, Disability or Retirement, any Stock Option held
by such optionee may thereafter be exercised in accordance with the terms and
conditions established by the Committee.  In the event of termination
of employment by reason of death, Disability or Retirement, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.






(g)  Cause.  Upon
a Participant’s termination for Cause, any Stock Options held by such
Participant shall be immediately cancelled and may not thereafter be exercised,
even if exercisable on the date of such termination.






(h)  Other
Termination.  If an optionee’s employment by the Company or any
Subsidiary terminates for any reason other than Cause, death, Disability or
Normal or Early Retirement, any unvested Stock Option shall thereupon terminate
and the Committee may permit an optionee up to 90 days following such
termination to exercise any Stock Options that are exercisable as of the date of
such termination.






(i)  Incentive
Stock Options.  Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of the optionee(s)
affected, to disqualify any Incentive Stock Option under such
Section 422.






SECTION
6  Stock
Appreciation Rights.






Stock
Appreciation Rights may be granted alone, in addition to, or in tandem with,
other Awards granted under the Plan. Any Stock Appreciation Right granted under
the Plan shall be in such form as the Committee may from time to time approve.
Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option granted under the Plan. In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of the grant of
such Stock Option. In the case of an Incentive Stock Option, unless the
Participant otherwise consents, such rights may be granted only at the time of
grant of such Stock Option.  Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with the provisions of
the Plan, as shall be determined from time to time by the Committee, including
the following:






(a)  Exercisability.  Stock
Appreciation Rights shall be exercisable at such time and subject to such
conditions as the Committee shall specify, except that any Stock Appreciation
Right granted in tandem with a Stock Option (or portion thereof) shall be
exercisable only at such time or times and to the extent that the Stock Options
to which they relate shall be exercisable, including in the event of the
termination of the Participant’s employment, in accordance with the provisions
of Section 5 of the Plan.  Any Stock Appreciation Right granted
on a stand-alone basis shall be subject to the same rules regarding
exercisability (including those pertaining to the impact of termination of
employment and the periods following termination of employment) that apply to
Stock Options under Section 5.






(b)  Shares
Delivered on Exercise.  A grantee of a Stock Appreciation Right
shall not have any rights to dividends or other rights of a stockholder with
respect to shares subject to the Stock Appreciation Right until the grantee has
exercised the Stock Appreciation Right.  Upon the exercise of a Stock
Appreciation Right, a grantee shall be entitled to receive an amount in shares
of Stock (or, solely to the extent determined by the Committee, cash) equal in
value to the excess of the Fair Market Value (at the time of exercise) of one
share of Stock over the base price per share specified with respect to the Stock
Appreciation Right, multiplied by the number of shares in respect of which the
Stock Appreciation Right shall have been exercised. When payment is to be made
in shares, the number of shares to be paid shall be calculated on the basis of
the Fair Market Value of the shares at the time of
exercise.  Notwithstanding anything in this Section 6(b) to the
contrary, the base price in respect of any Stock Appreciation Right shall not be
less than the Fair Market Value of the Stock at the time the Stock Appreciation
Right is granted, or in the case of a Stock Appreciation Right granted in tandem
with a Stock Option, the Fair Market Value at the time the related Stock Option
was granted.  Without the express approval of the Company’s
stockholders, except as otherwise provided in Section 3(c), the Committee shall
not be entitled to amend or otherwise modify any Stock Appreciation Right to
lower the exercise price below the Fair Market Value applicable at the date of
grant, or to issue any replacement Stock Appreciation Right or similar award in
exchange for a Stock Appreciation Right with a higher exercise
price.






(c)  Exercise
of SARs.  A Stock Appreciation Right may be exercised by a
grantee, subject to Section 6(b), in accordance with the procedures
established by the Committee from time to time for such purposes. Upon such
exercise, the grantee shall be entitled to receive an amount determined in the
manner prescribed in Section 6(b).






(d)  Exercise
of Tandem Option.  A Stock Appreciation Right or applicable
portion thereof granted with respect to a given Stock Option shall terminate and
no longer be exercisable upon the termination or exercise of the related Stock
Option (and similarly the related Stock Option shall no longer be exercisable
upon the exercise or termination of the related Stock Appreciation Right),
subject to such provisions as the Committee may specify at grant where a Stock
Appreciation Right is granted with respect to less than the full number of
shares covered by a related Stock Option.






(e)  Transferability.  Stock
Appreciation Rights shall be transferable only to the extent that Stock Options
may be transferable under Section 5(e) of the Plan.






SECTION
7  Restricted
Stock and Deferred Stock.






(a)  Administration.  Restricted
Stock or Deferred Stock may be issued either alone, in addition to, or in tandem
with, other Awards granted under the Plan and/or awards made outside of the
Plan. The Committee shall determine the eligible persons to whom, and the time
or times at which, grants of Restricted Stock or Deferred Stock will be made,
the number of shares to be awarded, the price (if any) to be paid by the
recipient, the time or times within which such Awards may be subject to
forfeiture, and all other terms and conditions of the Awards.  The
Committee may condition the grant of Restricted Stock or Deferred Stock upon the
attainment of specified Performance Criteria or such other factors as the
Committee may determine, in its sole discretion. The provisions of Restricted
Stock or Deferred Stock Awards need not be the same with respect to each
recipient.  The shares of Restricted Stock and any Deferred Stock
awarded pursuant to this Section 7 shall be subject to the following terms
and conditions:






(b)  Restriction
Period.  Subject to the provisions of this Plan and the Award
agreement, during a period set by the Committee commencing with the date of such
Award (the “Restriction Period”), the Participant shall not be permitted to
sell, transfer, pledge or assign shares of Restricted Stock or Deferred Stock
awarded under the Plan.  Where the Restriction Period will lapse or
expire based on service, the Restriction Period shall be at least three
(3) years, provided that such Restriction Period may lapse ratably over
such minimum three-year period and may be waived in the event of death,
Disability, Retirement or a Change in Control.  Where the Restriction
Period will lapse or expire based on Performance Criteria, as provided in
Section 8, the Restriction Period shall be at least one (1) year, but may
be waived in the event of death, Disability, Retirement or a Change in
Control.  Subject to the two immediately preceding sentences, the
Committee, in its sole discretion, may provide for the lapse of any restrictions
imposed on any Restricted Stock or Deferred Stock Award in installments and may
accelerate or waive such restrictions in whole or in part, based on service,
Performance Criteria and/or such other factors as the Committee may determine,
in its sole discretion.






(c)  Dividend
Equivalents on Deferred Stock.  The Committee shall determine
whether an amount equivalent to any dividends declared on a share of Stock will
be credited with respect to an Award of Deferred Stock and, if so, when such
dividend equivalents will be paid and whether they will be paid in (or valued by
reference to) cash, Restricted Stock or additional Deferred Stock, in any case
in compliance with Section 409A of the Code.  Notwithstanding the
foregoing, except to the extent that a stock, property or extraordinary dividend
would require an adjustment to such an Award pursuant to Section 3(c), no
dividend equivalents shall be payable in respect of any Performance Related
Stock Award that has not become vested as of the record date of the
corresponding dividend payable on the Stock.






(d)  Delivery.  Promptly
after the lapse of the Restriction Period (unless and to the extent that the
Committee decides to settle the Award in cash), if and when the Restriction
Period expires without a prior forfeiture of the Restricted Stock subject to
such Restriction Period, the Company shall record on its books and records, in a
manner generally consistent with its then current procedures for recording stock
ownership, the Participant’s ownership of an appropriate number of unrestricted
shares of Stock.  At the expiration of the Restriction Period with
respect to any Award of Deferred Stock, the Company shall record on its books
and records, in a manner generally consistent with its then current procedures
for recording stock ownership, the Participant’s ownership of a number of shares
of Stock equal to the shares covered by the Deferred Stock Award; provided,
that, the Committee may determine, at or after grant, whether, and to what
extent, to settle Deferred Stock in cash.






SECTION
8  Performance
Related Awards.






(a)  Performance
Objectives.  Notwithstanding anything else contained in the
Plan to the contrary, the Committee may, at the time of grant, provide that any
Award of Restricted Stock or Deferred Stock shall become vested, if at all, upon
the determination by the Committee that performance objectives established by
the Committee have been attained, in whole or in part (a “Performance Related
Stock Award”).  In addition, the Committee may grant dollar
denominated awards to any Participant, the vesting of which shall be subject to
the determination by the Committee that performance objectives established by
the Committee shall have been satisfied, in whole or in part (a “Performance
Related Incentive Award”).  The performance objectives upon which any
Performance Related Award shall be based shall be determined over a measurement
period or periods established by the Committee (which period or periods shall
not be less than one (1) year).  The Committee shall determine
the performance objectives that must be satisfied with respect to any
Performance Related Award from among the following criteria, which may be
determined solely by reference to the performance of: (i) the Company;
(ii) a Subsidiary; or (iii) a division or unit of any of the foregoing
or based on comparative performance of any of the foregoing relative to past
performance or to other companies: (A) return on equity; (B) total
shareholder return; (C) primary or fully diluted earnings per share; (D) EBITDA;
(E) revenues; (F) cash flows, revenues and/or earnings relative to other
parameters (e.g., net or gross assets); (G) operating income;
(H) return on investment; (I) changes in the value of the Stock;
(J) return on assets; (K) operational performance (including on-time
performance); (L) customer satisfaction; and (M) employee surveys (the
“Performance Criteria”).  In addition to the performance conditions
established pursuant to the immediately preceding sentence, the Committee may
further condition the vesting of any Performance Related Award on achieving such
additional performance conditions of whatever nature that the Committee deems
appropriate.  Excluding Stock Options and/or Stock Appreciation Rights
granted hereunder, the maximum number of shares of Stock that may be subject to
any such Performance Related Stock Award granted to any key employee in any
calendar year shall not exceed 750,000 shares, as such number may be adjusted
pursuant to Section 3(c); provided that, based on the level of achievement
of the performance objectives, the number of shares of Stock issuable in respect
of any Performance Related Stock Award upon achievement of the applicable
performance conditions may be up to twice the number of shares initially
granted.  The maximum initial dollar value of any Performance Related
Incentive Award granted to any key employee may not exceed $3,000,000; provided
that, based on the level of achievement of the performance objectives, the
actual amount payable in respect of such Performance Related Stock Award upon
achievement of the applicable performance conditions may be twice the initial
dollar value.






(b)  Annual
Incentive Compensation.  The Committee may, in addition to the
Performance Related Awards described above, pay cash amounts under the Plan or
any other plan or arrangement approved by the Committee and designated as
complying with this Section 8(b), provided such other plan or arrangement is in
conformity with the provisions of this Section 8(b), to any officer of the
Company or any Subsidiary who is subject to the reporting requirements of
Section 16(a) of the Exchange Act upon the achievement, in whole or in part, of
performance goals or objectives established in writing by the Committee with
respect to such performance periods as the Committee shall determine. Any such
goals or objectives shall be based on one or more of the Performance
Criteria.  Notwithstanding anything else contained herein to the
contrary, the maximum amount of any such cash payment to any single officer with
respect to any calendar year shall not exceed $3,000,000.






(c)  Interpretation.  Notwithstanding
anything else contained in the Plan to the contrary, to the extent required to
so qualify any Performance Related Award to any officer who is subject to the
reporting requirements of Section 16(a) of the Exchange Act as other performance
based compensation within the meaning of Section 162(m)(4)(C) of the Code,
the Committee shall not be entitled to exercise any discretion otherwise
authorized under the Plan (such as the right to accelerate vesting without
regard to the achievement of the relevant performance objectives) with respect
to such Performance Related Award if the ability to exercise such discretion (as
opposed to the exercise of such discretion) would cause such Award to fail to
qualify as other performance based compensation.






SECTION
9  Stock
Based Awards.






(a)  Stock
Based Awards.  The Committee
may grant other types of equity-based or equity-related awards (“Stock-Based
Awards”) not otherwise described by the terms of this Plan (including the grant
or offer for sale of unrestricted Stock) in such amounts and subject to such
terms and conditions as the Committee shall determine; provided, however, that
in no event may the aggregate number of shares subject to Stock-Based Awards
granted under the Plan exceed five percent of the Shares available for issuance
under Section 3(a).  Such Stock-Based Awards may be granted as an
inducement to enter the employ of the Company or any Subsidiary or in
satisfaction of any obligation of the Company or any Subsidiary to an officer or
other key employee, whether pursuant to this Plan, the Prior Plan or otherwise,
that would otherwise have been payable in cash or in respect of any award under
the Prior Plan.  Such Stock-Based Awards may entail the transfer of
actual Stock, or payment in cash or otherwise of amounts based on the value of
Stock and may include, without limitation, Awards designed to comply with or
take advantage of the applicable local laws of jurisdictions other than the
United States.






(b)  Termination
of Service.  The Committee
shall specify the extent to which the Participant shall have the right to
receive Stock-Based Awards following termination of the Participant’s employment
with the Company and its Subsidiaries.  Such provisions need not be
uniform among all Stock-Based Awards, and may reflect distinctions based on the
reasons for such termination.






(c)  Transferability.  Except as the
Committee shall otherwise specify at or after grant, Stock-Based Awards may not
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution, and during the
Participant’s lifetime only by the Participant.






SECTION
10  Change
in Control Provisions.






Notwithstanding
the provisions of Sections 5, 6, 7, 8 and 9, unless otherwise specified in an
Award agreement, in the event of a Change in Control:






(a)  Any Stock
Options and Stock Appreciation Rights awarded under the Plan not previously
exercisable and vested shall become fully exercisable and vested;






(b)  The
restrictions and deferral limitations applicable to any Restricted Stock,
Deferred Stock, Performance Related Awards or Stock-Based Awards, in each case
to the extent not already vested under the Plan, shall lapse and such shares and
Awards shall be deemed fully vested, with any Performance Criteria shall be
deemed met at target; and






(c)  The value
of all outstanding Awards to the extent vested may at the sole discretion of the
Committee at or after grant but prior to any Change in Control, be cashed out,
based on the then current Fair Market Value, as of the date such Change in
Control is determined to have occurred or such other date prior to the Change in
Control as the Committee may determine.






SECTION
11  Amendments
and Termination.






The Board
may amend, alter, or discontinue the Plan, but no amendment, alteration, or
discontinuation shall be made which would (i) without stockholder approval, (A)
increase the number of shares available for issuance under the Plan, (B) modify
the requirements for participation under the Plan, (C) otherwise enhance the
benefits that may be provided to Participants under the Plan, including by
enhancing the ability of the Committee to waive restrictions on Restricted Stock
and Deferred Stock, or (D) authorize the repricing of outstanding Stock Options
or Stock Appreciation Rights, or (ii) impair the rights of a Participant under
an Award theretofore granted, without the Participant’s consent.  Any
amendment of the Plan shall be subject to stockholder approval to extent
required under the immediately preceding sentence, applicable law or the
applicable rules of any exchange or trading system on which the Stock is listed
to trade.  Subject to the express terms and conditions of the Plan,
the Committee may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, provided that no such amendment shall
impair the rights of any holder without the holder’s consent.






SECTION
12  General
Provisions.






(a)  Compliance
with Securities Laws.  The Committee
may require each person purchasing shares pursuant to a Stock Option or other
Award under the Plan to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof. The
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer.  All certificates
for shares of Stock or other securities delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.






(b)  Other
Compensation Arrangements.  Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required, and such arrangements may be either generally applicable or applicable
only in specific cases.






(c)  No Right
to Employment.  The adoption of
the Plan shall not confer upon any employee of the Company or any Subsidiary any
right to continued employment with the Company or a Subsidiary, as the case may
be, nor shall it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any
time.






(d)  Tax
Withholding.  Except as the Participant and the Company may
otherwise agree, no later than the date as of which an amount first becomes
includible in the gross income of the Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Committee regarding the
payment of, any federal, state, or local taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations may be satisfied by settling an Award, in
relevant part, by the payment of cash to the relevant tax authorities in lieu of
issuing (or in cancellation of) Stock, including Stock that is part of the Award
that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and the
Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.






(e)  Deferral
of Compensation.  Subject to compliance with the applicable
requirements of Section 409A of the Code, the Committee may, in its sole
discretion, permit a Participant to postpone the delivery of Stock under any
Award under the Plan upon such terms and conditions as the Committee shall
determine.






(f)  Governing
Law.  The Plan and all
Awards made and actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Delaware.






SECTION
13  Term
of Plan.






Subject
to stockholder approval of the Plan at the annual meeting of the Corporation’s
stockholders in 2009, the Plan shall be effective as of May 20,
2009.  No Award shall be granted pursuant to the Plan on or after the
tenth anniversary of the date of stockholder approval, but Awards granted prior
to such tenth anniversary may extend beyond that date, in accordance with the
terms of such Awards.