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EXHIBIT 10.13
February 10, 1997
Xx. Xxxxxxx X. Xxxxxx
Chairman
Codina Group, Inc.
Xxx Xxxxxxxx Xxxxx, XX0
Xxxxx Xxxxxx, XX 00000
Dear Xxxxxxx:
This will confirm the following agreement relating to the
deferral of, and payment of, your directors' fees:
1. All directors' fees and retainers 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
beginning on and after January 1, 1997 and ending on the earlier of December
31, 2006, or your retirement from such boards (the "deferral termination date")
shall be paid to you on a deferred basis as set forth below.
2. Directors' fees shall 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 the deferral termination date, the Stock
Equivalent Units shall be converted to cash and paid to you by multiplying the
number of stock equivalent units as of the deferral termination date by the
arithmetic mean of the high and low of AMR stock ("fair market value") during
the calendar month immediately preceding the deferral termination date.
4. AMR's obligation to make payments pursuant to
paragraph 3 hereof shall 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
shall be multiplied by the fair market value of AMR stock during the calendar
month immediately preceding your death, and the product paid to Xxxxxxxxx
Xxxxxx.
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:
Xxxxxxx X. Xxxxxx
