ex101.htm


            Exhibit
10.1

    AMENDED
AND RESTATED

    CAREER
PERFORMANCE SHARES

    DEFERRED
STOCK AWARD AGREEMENT

    


    This Amended and Restated Career
Performance Shares Deferred Stock Award Agreement (this “Agreement”) is entered
into on May 20, 2008 to be effective as of July 25, 2005 and amends and restates
in its entirety the Career Performance Shares Deferred Stock Award Agreement
dated as of July 25, 2005 (the “Grant Date”), by and between AMR Corporation, a
Delaware corporation (the "Corporation") and Gerard J. Arpey
(“Arpey”).

    


    WHEREAS, the Committee has determined
to amend and restate the Agreement in order to ensure compliance with Section
409A of the Internal Revenue Code of 1986, as amended, and the regulations and
other guidance issued thereunder, and as otherwise provided herein;
and

    


    WHEREAS, the Board of Directors of the
Corporation (the “Board”) and the Board’s Compensation Committee has determined
that it is in the best interests of the Corporation and its stockholders to
align Arpey’s long term interests with those of the Corporation’s stockholders
and to provide incentives for Arpey to remain with the Corporation as its
Chairman, President and/or Chief Executive Officer (collectively, the “CEO”);
and

    


    WHEREAS, the Committee has determined
to make initial grants to Arpey of deferred stock, as the first steps to induce
Arpey to remain as the CEO and to motivate him during his tenure as the
CEO.

    


    


    NOW, THEREFORE, the Corporation and
Arpey hereby agree as follows:

    


    1. Grant of
Award  (a) As of the Grant Date, Arpey is granted 58,000
deferred shares of the Corporation’s Common Stock, $1.00 par value (such shares
to be referenced as “Deferred Shares” and the grant to be referenced as the
“2005 Award”) pursuant to the terms of the 1998 Long Term Incentive Plan, as
amended (the “1998 Plan”). The 2005 Award and the Subsequent Awards (as later
defined in this Agreement) will be collectively referenced as the “Awards” and
may be individually referenced as an “Award”.

    


    (b)  Any
Award will vest in accordance with Sections 2 and 4 of this
Agreement.  Unless otherwise determined by the Committee,
distributions in respect of any vested portion of any Award shall be made in
shares of Common Stock authorized for issuance under the 1998 Plan or any
subsequently adopted equity compensation plan (within the meaning of the rules
of the New York Stock Exchange) or pursuant to arrangement that is exempt from
the rules applicable to such equity compensation plans.

    


    2. Performance
Period/Vesting  The Awards will vest, if at all, on July 25,
2015 (the “Vesting Date”)(subject to earlier vesting as detailed in Sections 3
and 4 of this Agreement).  Prior to any vesting of the Awards pursuant
to this Section 2, but as soon as feasible after the Vesting Date, the Committee
will determine that the performance criteria (the “Criteria”) established for
the Awards have been satisfied, in whole or in part. Based upon the foregoing
determination, the number of Deferred Shares for each Award will vest on a
percentage basis from 0% to 175%.  The Criteria to be used by the
Committee in determining the vesting of each Award are set forth in Appendix A
to this Agreement. Provided Arpey has paid all applicable taxes with respect to
each Award, the shares of Common Stock that vest pursuant to this Section 2 will
be issued and delivered to Arpey as soon as feasible following the determination
of the Committee as to satisfaction of the Criteria. Upon delivery of the Common
Stock to Arpey, this Agreement will terminate.  In no case shall
payment be made later than 2015.

    


    3. Early
Termination  (a) For purposes of this Agreement, an Early
Termination is the occurrence of one of the following events prior to the
Vesting Date:

    


    (i)           Arpey
ceases to be the Corporation’s CEO due to an approved Early Retirement (which is
defined as retirement from employment with the Corporation, or a Subsidiary or
Affiliate thereof, at or after age 55 but before the age of 60 and with the
express approval of the then existing Board);

    


    (ii)           Arpey
ceases to be the Corporation’s CEO due to his death or Disability (as Disability
is defined in section 401A(a)(2)(C) of the Internal Revenue Code of 1986, as
amended, (the “IRC”);

    


    (iii)   The Board
replaces Arpey as the Corporation’s CEO for reasons other than for
Cause;

    


    (iv)           Arpey
resigns as CEO for Good Reason (as such term is defined in this Section 3);
or

    


    (v)   A Change
in Control (as such term is defined in Section 10 of this Agreement) of the
Corporation.

    


    (b) As used
in this Agreement, “Good Reason” means one of the following has occurred without
Arpey’s consent prior to the Vesting Date: (i) his base salary in effect as of
the Grant Date is reduced (provided, a reduction in Arpey’s base salary that is
part of a salary reduction program that affects the other senior officers of the
Corporation, will not qualify as Good Reason); (ii) Arpey suffers a significant
reduction in the authority, duties and responsibilities as CEO and he concludes
in good faith that he can no longer perform the duties of CEO as was
contemplated on the Grant Date; and (iii) the material benefits provided Arpey
as of the Grant Date are materially reduced.  Upon an event of Good
Reason occurring, Arpey will provide the Board with written notice of such
occurrence.  If the Board has not taken action to cure such an event
of Good Reason within 30 days following its receipt of Arpey’s written notice,
then Arpey’s subsequent resignation (provided it occurs with 60 days of his
written notice to the Board), will be deemed conclusively to be for Good
Reason.  Any notice to the Board as contemplated by this paragraph,
will be sent to the Board via the Corporation’s Corporate
Secretary.

    


    (c)  Upon
the occurrence of an Early Termination, the Early Termination Date will be
deemed to be, as appropriate:  the date of Early Retirement; the date
of death; the date of Disability; the date Arpey is replaced as CEO; the date of
his resignation for Good Reason; or the date of the Change in Control of the
Corporation.  Notwithstanding the foregoing, the determination by the
Board of the Early Termination Date will in all cases be
determinative.

    


    4. Vesting for Early
Termination  (a) Upon the occurrence of an Early Termination,
an Award that has been granted to Arpey prior to the Early Termination Date will
be deemed to have vested as of such Early Termination Date. Thereafter, the
Committee will review the Criteria to determine whether and to what extent the
Criteria have been satisfied as of the Early Termination Date. Based upon the
foregoing determination, the Committee may, in its sole discretion, adjust the
number of Deferred Shares vesting for each such Award by a percentage factor
between 0% and 175% (the vested portion of each such Award as so determined by
the Committee will, in the aggregate,  be referenced as  the
“Vested Award”).

    


    (b) In
the event of an Early Termination on account of Early Retirement (Section
3(a)(i)), replacement without Cause (Section 3(a)(iii)) or termination for Good
Reason (Section 3(a)(iv)), and provided that Arpey has paid all applicable taxes
with respect to the Vested Award, shares of the Corporation’s Common Stock,
$1.00 par value, in an amount equal to the Vested Award, will be delivered to
Arpey within 30 days after the sixth month anniversary of the date of Arpey's
separation from employment as a result of such Early
Termination.  "Separation from employment" for such purpose shall mean
a "separation from service" under Treasury Regulation 1.409A-1(h) or successor
guidance thereto.  Upon delivery of the Common Stock to Arpey, this
Agreement will terminate.

     

    


    (c) In
the event of an Early Termination on account of death or Disability (Section
3(a)(ii)) or Change in Control of the Corporation (Section 3(a)(v)), and
provided that Arpey has paid all applicable taxes with respect to the Vested
Award, shares of the Corporation’s Common Stock, $1.00 par value, in an amount
equal to the Vested Award, will be delivered to Arpey within 30 days of such
Early Termination Date. Upon delivery of the Common Stock to Arpey, this
Agreement will terminate.

    


    5. Subsequent
Awards  Provided Arpey remains an employee of the Corporation,
he will receive a minimum of 58,000 Deferred Shares in each of the succeeding
four years after 2005 (collectively, the “Subsequent Awards” and individually a
“Subsequent Award”).  Each Subsequent Award shall be made in
accordance with the terms of the 1998 Plan or under such other plan, program or
arrangement under which awards of this nature are authorized for issuance (the
“Applicable Equity Plan”). The grant date for each Subsequent Award will be no
later than December 31 of such succeeding year.  In the event the
Board has not granted any such Subsequent Award in a succeeding year, the grant
date for the Subsequent Award in that year will be deemed to be the last
business day of July.   Vesting of a Subsequent Award will be in
accordance with Sections 2, 3 and 4 of this Agreement and the number of Deferred
Shares vesting for each Subsequent Award may range from 0% to 175%.

    


    6. Termination for Cause;
Other  If prior to the Vesting Date and provided there has been
no event of Early Termination, then in the event (a) the Board decides to
replace Arpey as the Corporation’s CEO for reasons of Cause or (b) Arpey resigns
as CEO for reasons other than Good Reason, each Award made prior to such
replacement or resignation will be forfeited in its entirety and this Agreement
will terminate immediately.

    


    7. Transfer
Restrictions  This Award is non-transferable otherwise than by
will or by the laws of descent and distribution, and may not otherwise be
assigned, pledged or hypothe­cated and will not be subject to execution,
attachment or similar process.  Upon any attempt by Arpey (or his
successor in interest after his death) to effect any such disposition, or upon
the commencement of any such process, the Award will immediately become null and
void, at the discretion of the Committee.

    


    8. Miscellaneous  This
Agreement (a) will be binding upon and inure to the benefit of any successor of
the Corpora­tion, (b) will be governed by the laws of the State of Texas and
any applicable laws of the United States, and (c) may not be amended without the
written consent of both the Corporation and Arpey.  No contract or
right of employment will be implied by this Agreement.  If Arpey does
not forward to the Corporation, within the applicable period, required taxes
with respect to any shares of Common Stock which have vested pursuant to this
Agreement, the Corporation may withhold from any payments to be made to him by
the Corporation (or any Subsidiary or Affiliate thereof), an amount(s) equal to
such taxes or it may withhold the delivery of any shares of the Common Stock,
$1.00 par value, as contemplated by Sections 2 or 4, until such time as such
required taxes have been paid.

    


     9. Securities Law
Requirements  (a) The Corporation will not be required to issue
shares pursuant to this Award unless and until (i) such shares have been duly
listed upon each stock exchange on which the Corporation's Stock is then
registered; and (ii) a registration statement under the Securities Act of 1933
with respect to such shares is then effective.

    


    (b)  The
Board may require Arpey to furnish to the Corporation, prior to the issuance of
any shares of Common Stock, $1.00 par value, in connection with this Agreement,
an agreement, in such form as the Board may from time to time deem appropriate,
in which he represents that the shares acquired by him are being acquired for
investment and not with a view to the sale or distribution thereof.

    


     10. Incorporation of Applicable
Equity Plan Provisions  Each Award pursuant to this Agreement
shall be  made pursuant to the Applicable Equity Plan and is subject
to all of the terms and provisions of the Applicable Equity  Plan as
if the same were fully set forth herein.  Capitalized terms not
otherwise defined herein will have the meanings set forth for such terms in the
1998 Plan.  For purposes of this Agreement, the term “Change in
Control” will mean a “change in ownership” or “change in effective control” or
“change in ownership of the assets” of the Corporation, as determined pursuant
to Treasury Regulation 1.409A-3(i)(5) (or successor guidance thereto) and the
1998 Plan and  (b) “Cause” will have the meaning set forth in the 1998
Plan. Notwithstanding the provisions of the 1998 Plan or any other Applicable
Equity Plan, (y) Arpey cannot defer payment of an Award and (z) the payment of
an Award cannot be accelerated by the Committee or the Corporation, except as
provided in this Agreement.

    


    


    GERARD J.
ARPEY                                                                         AMR
CORPORATION

    


    


    


    _____________________________                                               ____________________________

                                          Kenneth W.
Wimberly

                          
Corporate Secretary

    


    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A to that AMENDED AND RESTATED CAREER PERFORMANCE SHARE PROGRAM DEFERRED STOCK
AWARD AGREEMENT dated as of July 25, 2005, between AMR Corporation and Gerard J.
Arpey (the “Agreement”)

    


    The
Agreement, Sections 2 and 4, contemplates the existence of performance criteria
that will be considered by the Committee when determining the vesting of
Award.

    


    In making
its vesting determination the Committee will consider the following performance
criteria:

    


    
      	
              1.  

            	
              The
      Corporation’s overall cash flow;

            


    

    
      	
              2.  

            	
              The
      Corporation’s earnings (operating, net or
  otherwise);

            


    

    
      	
              3.  

            	
              The
      per share price of the Common
Stock;

            


    

    
      	
              4.  

            	
              The
      operating performance of the Corporation and its Subsidiaries (including
      safety and other issues concerning regulatory
  compliance);

            


    

    
      	
              5.  

            	
              The
      rate of return on investment and/or
equity;

            


    

    
      	
              6.  

            	
              Measures
      of employee engagement and/ or
satisfaction;

            


    

    
      	
              7.  

            	
              The
      overall state of relations between the Corporation and the representatives
      of organized labor groups;

            


    

    
      	
              8.  

            	
              The
      Corporation’s balance sheet;

            


    

    
      	
              9.  

            	
              The
      overall state of relations between the Corporation and its largest
      shareholders;

            


    

    
      	
              10.  

            	
              The
      Corporation’s revenues; and

            


    

    
      	
              11.  

            	
              Such
      other factors as the Committee  may in its discretion deem
      material.

            


    

    


    In making
its vesting determination, the Committee may, in its discretion, consider the
foregoing factors (a) on a relative basis vis-à-vis the Corporation’s major
competitors or (b) on a stand-alone basis.  Furthermore, the Committee
may, in its discretion, consider each criterion equally or may assign greater
significance to certain criterion.