2003 EMPLOYEE STOCK INCENTIVE PLAN
Purpose; Definitions .
The purpose of the AMR Corporation 2003 Employee Stock Incentive Plan, as amended hereby (the
“Plan”) is to enable AMR Corporation (the “Company”) to retain and reward employees of the Company and its
Subsidiaries and Affiliates, and strengthen the mutuality of interests between such employees and the Company’s
shareholders, by offering such employees equity-based incentives in the Company. Since the adoption of this
Plan, section 409A of the Code (as defined below) has been enacted, and requires revision of the Plan
document, as well as do various awards issued thereunder. The effective date of this amendment shall be January
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) “Affiliate” means any entity other than the Company and its Subsidiaries that is designated by
the Board as a participating employer under the Plan, provided that the Company directly or indirectly owns at
least twenty percent (20%) of the combined voting power of all classes of stock of such entity or at least twenty
percent (20%) of the ownership interests in such entity.
(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 or Affiliate.
(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
(e) “Committee” means the Committee referred to in Section 2 of the Plan. If at any time no
Committee shall be in office, then the functions of the Committee specified in the Plan shall be exercised by the
(f) “Company” me