November 29, 2005
Exhibit 10.64
| November 29, 2005 |
Xxxxxx Xxxxx, PhD.
President
The Rockefeller Foundation
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
President
The Rockefeller Foundation
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxxxxx:
This will confirm the following agreement relating to the deferral of your director’s fees in
2006.
1. All director’s 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, 2006 through December 31, 2006, will be deferred and paid
to you in accordance with this letter agreement.
2. Interest will be accrued on the amounts to be paid on a deferred basis pursuant to
paragraph 1 above, from the date such fees would otherwise have been paid to the date actually
paid, at the prime rate which The Chase Manhattan Bank (National Association) from time to time
charges in New York for 90-day loans to responsible commercial borrowers, such interest to be
compounded monthly.
3. The total amount to be paid on a deferred basis plus the aggregate amount of interest
accrued thereon will be paid to you in a lump sum distribution on the 30th business day
after the date when you cease to be a Director of AMR Corporation.
4. In the event of your death, 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 February 20, 2004, Xxxxxx Xxxxx Xxxxxxx and Trustee.
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 |
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Accepted and agreed: |
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/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx |
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12/05/2005
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Date |
