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EXHIBIT 10.23
February 19, 1998
Xxxxxx Xxxxx, PhD.
President
University of Pennsylvania
000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 19104
Dear Xxxxxx:
This will confirm the following agreement relating to the deferral of,
and payment of, your directors' fees and retainers in 1998:
1. All directors' 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, 1998 through December 31, 1998, will be deferred and paid to you in
accordance with the following:
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.
3. Upon your retirement from the Board of Directors of AMR all the
Stock Equivalent Units will be converted to cash and paid to you by multiplying
the number of Stock Equivalent Units as of the date of your retirement by the
arithmetic mean of the high and low of AMR stock ("fair market value") during
the calendar month immediately preceding such retirement date. Such payment will
occur within 30 days of your retirement date.
4. AMR's obligation to make payments pursuant to paragraph 3 hereof
will not be released or modified by reason of your death. In such event, 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 the Xxxxxx Xxxxx Family Trust.
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If the foregoing is satisfactory to you, please indicate by signing and
returning the enclosed copy of this letter.
Very truly yours,
Xxxxxxx X. XxxXxxx
Corporate Secretary
Accepted and agreed:
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Xxxxxx Xxxxx
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