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Exhibit 10.20
January 12, 2000
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 2000:
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, 2000, through December 31, 2000, 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, 2010, 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, 2009, by the arithmetic mean of the
high and low of AMR stock ("fair market value") during December 2009.
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
