Exhibit 10.14
December 8, 2004
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Dear Ed:
This will confirm the following agreement relating to the deferral
of your director's fees in 2005.
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, 2005 through December 31, 2005, 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. Within 30 days of the date when you cease to be a Director of AMR
Corporation (the "Departure Date"), the Stock Equivalent Units accrued in 2005
pursuant to the Plan will be paid to you as follows:
a) 20% of such units on the 30th day following the
Departure Date;
b) 20% of such units on the 1st anniversary of the
Departure Date;
c) 20% of such units on the 2nd anniversary of the
Departure Date;
d) 20% of such units on the 3rd anniversary of the
Departure Date;
e) 20% of such units on the 4th anniversary of the
Departure Date;
The payment will be calculated by multiplying the number of
Stock Equivalent Units to be paid by the arithmetic mean of the high and low of
AMR stock during the month immediately preceding the payment date.
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 ▇▇▇▇ ▇▇▇▇▇▇▇.
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,
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Corporate Secretary
Accepted and agreed:
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12/16/04
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Date