This will confirm the following agreement relating to the deferral of your director’s retainers and fees for 2009.
December
4, 2008
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
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. Pursuant
to the Procedures for Deferral of Board Retainers and Fees, as amended and
restated (a copy of which is attached as Exhibit A), 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 XX Xxxxxx Xxxxx Bank, N.A. 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. 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
