Deferred Compensation Agreement between AMR Corporation and Judith Rodin

Contract Categories: Human Resources › Compensation Agreements
Summary

This agreement between AMR Corporation and Judith Rodin outlines the deferral of her director's fees and retainers for 2008. Instead of receiving payments during the year, all fees will be deferred and accrue interest at a specified bank rate. After Judith Rodin ceases to serve as a director, she will receive a lump sum payment of the deferred fees, accrued interest, and the cash value of any stock equivalent units. If she passes away before payment, the amount will be paid to her designated trust. The agreement prohibits early payment.

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EX-10.68 10 exhibit10w68.htm DEFERRED COMPENSATION AGREEMENT - JUDITH RODIN exhibit10w68.htm



                                    Exhibit 10.68
December 4, 2007



Judith Rodin, PhD.
President
The Rockefeller Foundation
420 Fifth Avenue
New York, NY  10018

Dear Judith:

This will confirm the following agreement relating to the deferral of your director's fees in 2008.

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, 2008 through December 31, 2008, 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.           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 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.  The Stock Equivalent Units previously accrued pursuant to the Directors’ Stock Equivalent Plan will be converted to cash and paid to you 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.  This cash amount will be included in the lump sum distribution. Payment cannot be accelerated.

4.           In the event of your death, the amounts outlined in Paragraph 3 above shall be paid to the Trustees under your Revocable Agreement of Trust, dated September 15, 1997, as amended February 20, 2004, Judith Rodin Settlor and Trustee.  The payments 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/ Judith Rodin_       __________
Judith Rodin



__12/06/07___________________
Date