December 4, 2007
Exhibit 10.10
December
4, 2007
Xx. Xxxx
X. Xxxxxxxx
Xxxxxx
Xxxxx
00000
Xxxxxxxxxx Xxxx
Xx.
Xxxxx, XX 00000-0000
Dear
Xxxx:
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. Fees
will be converted to Stock Equivalent Units in accordance with the Directors'
Stock Equivalent Purchase Plan, a copy of which is attached hereto as Exhibit A
(the "Plan").
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 Stock
Equivalent Units accrued in 2008 pursuant to the Plan will be converted to cash
and paid to you in a lump sum 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. Payment cannot be
accelerated.
4. In
the event of your death, the number of Stock Equivalent Units as of your date of
death will be multiplied by the fair market value of AMR stock during the
calendar month immediately preceding your death, and the amount paid to
Xxxxxxxxx Xxxxxxxx. The payment 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/ Xxxx X.
Bachmann______
Xxxx X.
Xxxxxxxx
_12/26/07_________________
Date
