Mr. Earl G. Graves Chairman and CEO Earl G. Graves Ltd. 130 Fifth Avenue New York, New York 10011 Dear Earl: This will confirm the following agreement relating to the deferral of your director’s fees in 2007.
Exhibit 10.39
November 29, 2006
Xx. Xxxx X. Xxxxxx
Chairman and CEO
Xxxx X. Xxxxxx Ltd.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Chairman and CEO
Xxxx X. Xxxxxx Ltd.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxx:
This
will confirm the following agreement relating to the deferral of your director’s
fees in 2007.
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, 2007 through December 31, 2007,
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, the Stock Equivalent Units accrued in 2007 pursuant to the 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.
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 Xxxxxxx Xxxxxx. 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, |
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| Xxxxxxx X. Xxxxxxxx | ||||
| Corporate Secretary | ||||
Accepted and agreed:
/s/ Xxxx X. Xxxxxx
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5 December 2006
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