This will confirm the following agreement relating to the deferral of your director’s retainers and fees for 2009.
December
4, 2008
Xx. Xxxx
X. Xxxxxxxx
Xxxxxx
Xxxxx
00000
Xxxxxxxxxx Xxxx
St.
Louis, Mo. 63131
Dear
Xxxx:
This will
confirm the following agreement relating to the deferral of your director’s
retainers and fees for 2009.
1. All
director’s fees and retainer (“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, 2009 through
December 31, 2009, 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 Procedures
for Deferral of Board Retainers and Fees, as amended and restated, 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 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. Xxxxxxxx
Xxxx X.
Xxxxxxxx
Date
