Deferred Compensation Agreement between AMR Corporation and Michael A. Miles (2007 Director Fees)

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Summary

This agreement between AMR Corporation and Michael A. Miles outlines the deferral of Mr. Miles's director fees for 2007. Instead of receiving fees and retainers during the year, the amounts will be converted into Stock Equivalent Units under the company's Directors’ Stock Equivalent Purchase Plan. Payment will be made in cash, based on the value of these units, after Mr. Miles ceases to be a director or, in the event of his death, to his beneficiary. The agreement specifies the timing and method of these payments.

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EX-10.49 9 d43815exv10w49.htm DEFERRED COMPENSATION AGREEMENT - MICHAEL A. MILES exv10w49  

Exhibit 10.49
November 29, 2006
Mr. Michael A. Miles
1350 Lake Road
Lake Forest, IL 60045
Dear Mike:
     This will confirm the following agreement relating to the deferral of your director’s fees in 2007.
     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, 2007 through December 31, 2007 , 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. On the 30th business day after the date when you cease to be a Director of AMR Corporation, the Stock Equivalent Units accrued in 2007 pursuant to the 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.
     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 Pamela Miles. 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 enclosed0 and returning it to me.
         
  Very truly yours,
 		  
     
  Kenneth W. Wimberly   
  Corporate Secretary   
 
Accepted and agreed:
     
/s/ Michael A. Miles
 
Michael A. Miles
    
 
    
12/18/06
 
Date