December 4, 2007
December
4, 2007
Xx. Xxxxx
X. Xxxxx
Office of
the President
University
of Oklahoma
660
Xxxxxxxxxx Oval, Room 110
Norman,
OK 73019
Dear
Xxxxx:
This will
confirm the following agreement relating to the deferral of your director=s
fees in 2008.
1. All
director=s
fees and retainers (AFees@) 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 APlan@).
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 Xxxxx
Xxxxx. 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/ Xxxxx X.
Xxxxx_ _______
Xxxxx X.
Xxxxx
_December 6,
2007 __________
Date
