Director Fee Deferral Agreement between AMR Corporation and Rajat K. Gupta (2011)
Contract Categories:
Human Resources
›
Compensation Agreements
Summary
This agreement between AMR Corporation and Rajat K. Gupta allows Mr. Gupta to defer all director fees and retainers earned in 2011 for his board service. The deferred fees will be converted into Stock Equivalent Units under the company's deferral plan. When Mr. Gupta leaves the board, the units will be converted to cash and paid in a lump sum based on the stock's market value at that time. If he passes away, payment will be made to his beneficiary. The agreement outlines the timing and method of these payments.
EX-10.94 5 d78201exv10w94.htm EX-10.94 exv10w94
Exhibit 10.94
December 17, 2010
Rajat K. Gupta
McKinsey & Company, Inc.
3 Landmark Square
Suite 100, 21st Floor
Stamford, CT 06901
McKinsey & Company, Inc.
3 Landmark Square
Suite 100, 21st Floor
Stamford, CT 06901
Dear Rajat:
This will confirm the following agreement relating to the deferral of your director’s retainers and fees for 2011.
1. All director’s fees and retainer (“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, 2011 through December 31, 2011, 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 Procedures for Deferral of Board Retainers and Fees, as amended and restated, a copy of which is attached hereto as Exhibit A (the “Plan”).
3. On the 30th business day after the date when you cease to be a Director of AMR Corporation and any affiliates, and cease rendering services, the Stock Equivalent Units accrued pursuant to the Plan will be converted to cash and paid to you in a lump sum by multiplying the number of such Stock Equivalent Units by the arithmetic mean of the high and the low of AMR stock (“fair market value”) during the month when you ceased to be a Director of AMR Corporation and any affiliates, and cease rendering services. Payment cannot be accelerated.
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 Anita Mattoo Gupta. The payment contemplated by this paragraph 4 will be made on the 30th business day following the date of your death.
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, | ||||
| /s/ Kenneth W. Wimberly | ||||
| Kenneth W. Wimberly | ||||
| Corporate Secretary | ||||
Accepted and agreed: | ||
/s/ Rajat K. Gupta | ||
12/20/10 |
