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EXHIBIT 10.19
January 13, 1999
Xx. Xxxxxxx X. Xxxxxx
Chairman
Codina Group, Inc.
Two Alhambra Plaza, PH2
Coral Gables, FL 33134
Dear Xxxxxxx:
This will confirm the following agreement relating to the deferral of, and
payment of, your directors' fees in 1999:
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, 1999, through December 31, 1999, 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. On or before January 31, 2009, all the Stock Equivalent Units will be
converted to cash and paid to you by multiplying the number of Stock Equivalent
Units as of December 31, 2008, by the arithmetic mean of the high and low of AMR
stock ("fair market value") during the immediately preceding calendar month.
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 Xxxxxxxxx Xxxxxx.
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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,
Xxxxxxx X. XxxXxxx
Corporate Secretary
Accepted and agreed:
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Xxxxxxx X. Xxxxxx
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Date
