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Exhibit 10.4
December 18, 2001
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 your directors' fees and retainers in 2002:
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,
2002 through December 31, 2002, 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 "Plan").
3. Upon your retirement from the Board of Directors
of AMR the Stock Equivalent Units accrued pursuant to the Plan
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 Trustees under
your Revocable Agreement of Trust, dated September 15, 1997, as
amended November 3, 1997, Xxxxxx Xxxxx Xxxxxxx and Trustee.
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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:
Xxxxxx Xxxxx
Date
