December 4, 2007
Exhibit
10.68
December
4, 2007
Xxxxxx
Xxxxx, PhD.
President
The
Rockefeller Foundation
000 Xxxxx
Xxxxxx
New York,
NY 10018
Dear
Xxxxxx:
This will
confirm the following agreement relating to the deferral of your director's fees in 2008.
1. All
director's fees and retainers ("Fees") payable to you
in connection with your service on the boards of directors (including committees
of such boards) of AMR Corporation and American Airlines, Inc. for the period
January 1, 2008 through December 31, 2008, will be deferred and paid to you in
accordance with this letter agreement.
2. Interest
will be accrued on the amounts to be paid on a deferred basis pursuant to
paragraph 1 above, from the date such fees would otherwise have been paid to the
date actually paid, at the prime rate which The Chase Manhattan Bank (National
Association) from time to time charges in New York for 90-day loans to
responsible commercial borrowers, such interest to be compounded
monthly.
3. On
the 30th
business day after the date when you cease to be a Director of AMR Corporation,
and any affiliates, and cease rendering services, the total amount to be paid on
a deferred basis plus the aggregate amount of interest accrued thereon will be
paid to you in a lump sum distribution. The Stock Equivalent Units
previously accrued pursuant to the Directors’ Stock Equivalent Plan will be
converted to cash and paid to you by multiplying the number of such Stock
Equivalent Units by the arithmetic mean of the high and the low of AMR stock
("fair market value") during
the month when you ceased to be a Director of AMR Corporation and any
affiliates, and cease rendering services. This cash amount will be
included in the lump sum distribution. Payment cannot be
accelerated.
4. In
the event of your death, the amounts outlined in Paragraph 3 above shall be paid
to the Trustees under your Revocable Agreement of Trust, dated September 15,
1997, as amended February 20, 2004, Xxxxxx Xxxxx Xxxxxxx and
Trustee. The payments contemplated by this paragraph 4 will be made
on the 30th
business day following the date of your death.
If the
foregoing is satisfactory to you, please indicate by signing one of the
originals (two are enclosed) and returning it to me.
Very
truly yours,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx
X. Xxxxxxxx
Corporate
Secretary
Accepted
and agreed:
_/s/ Xxxxxx
Xxxxx_ __________
Xxxxxx
Xxxxx
__12/06/07___________________
Date
