ex10152.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FIRST
AMENDMENT

     

    TO

     

    AMR
CORPORATION

     

    1994
DIRECTORS STOCK INCENTIVE PLAN

     

    THIS
FIRST AMENDMENT TO AMR CORPORATION 1994 DIRECTORS STOCK INCENTIVE PLAN, is made
this 17th day of
November, 2008, by AMR Corporation (the “Company”).

     

    PREAMBLE

     

    The
Company established the AMR Corporation 1994 Directors Stock Incentive Plan, as
amended (the “Plan”) to enable the Company to attract, retain and motivate the
best qualified directors and to enhance a long-term mutuality of interest
between the directors and stockholders of the Company by providing the directors
with a direct economic interest in the Common Stock of the
Company.  Since the adoption of the Plan, section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), has been enacted and requires
amendment of the Plan.  Such required amendments are accomplished by
adoption of this instrument, which is effective as of January 1,
2005.  Except as amended by this instrument, the Plan shall remain in
full force and effect.

     

    AMENDMENTS

     

    1.           Section
2(e) of the Plan is hereby amended by the addition of the following language, at
the end thereof:

     

    “Notwithstanding
the foregoing, with respect to any Deferred Share not vested under the terms of
this Plan on or before December 31, 2004, a Change in Control shall be deemed to
have occurred only if the event is also a change in ownership of the Company, or
change in effective control of the Company, or change in ownership of a
substantial portion of the Company’s assets, in each case as defined in Treasury
Regulation 1.409A-3(i)(5) or successor guidance thereto.  For such
purpose the specified percentages in Treasury Regulation 1.409A-3(i)(5)(v), (vi)
and (vii) or successor guidance thereto shall be utilized, rather than any
elective percentage.  The determination of the occurrence of a Change
in Control shall be made by the Board, consistent with the definition of such
term as contained in Treasury Regulation 1.409A-3(i)(5) or successor guidance
thereto.”

     

    2.           Section
2(k) of the Plan is hereby amended by the addition of the following language, at
the end thereof:

     

    “Notwithstanding
the foregoing, with respect to any Deferred Share not vested under the terms of
this Plan on or before December 31, 2004, the term “Disability” shall mean
“Disability” as defined in section 409A(a)(2)(C) of the Internal Revenue Code of
1986, as amended.  Determination of Disability shall be made by the
Board consistently with Treasury Regulation 1.409A-3(i)(4)(i) or successor
guidance thereto.”

     

    3.           Section
9(a) of the Plan is hereby amended by the addition of the following sentence, at
the end thereof:

     

    “With
respect to any Deferred Share not vested as of December 31, 2004, such Deferred
Share may not be distributed until the later of any date specified above or a
date that is within thirty (30) days after the Eligible Director has a
“separation from service” within the meaning of Treasury Regulation 1.409A-1(h)
or successor guidance thereto.”

     

    4.           Section
9(c) of the Plan is hereby amended by the addition of the following sentence, at
the end thereof:

     

    “This
Section 9(c) is inapplicable to any Deferred Share not vested on or before
December 31, 2004.”

     

    5.           Section
13(a) of the Plan is hereby amended by the addition of the following sentence,
at the end thereof:

     

    “Any
distribution on termination of the Plan shall be made only in a manner permitted
by Treasury Regulation 1.409A-3(j)(4)(ix).”

     

    This
First Amendment to AMR Corporation 1994 Directors Stock Incentive Plan is
executed this 17th day of November, 2008, and is effective as of January 1,
2005.

     

    AMR
CORPORATION

     

    By:           

    Its:           Corporate
Secretary

    


    


    


    


    


    


    


    


    


    


    


    


    


    P:\069878\Director
Compensation Plans\Amended 1994 Directors Stock Incentive Plan Final
111708.doc