Deferred Compensation Agreement-Armando M. Codina

EX-10.20 6 d12953exv10w20.txt DEFERRED COMPENSATION AGREEMENT-ARMANDO M. CODINA EXHIBIT 10.20 January 12, 2004 Mr. Armando M. Codina Chairman Codina Group, Inc. 355 Alhambra Circle, Suite 900 Coral Gables, FL 33134 Dear Armando: This will confirm the following agreement relating to the deferral of your director's fees in 2004. 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, 2004 through December 31, 2004, 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 or before January 31, 2014, all the Stock Equivalent Units will be converted to cash and paid to you by multiplying the number of Stock Equivalent Units as of December 31, 2013, by the arithmetic mean of the high and low of AMR stock ("fair market value") during December 2013. 4. AMR's obligation to make payments pursuant to paragraph 3 hereof will not be released or modified by reason of your death. In such event, 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 Margarita Codina. 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, Charles D. MarLett Corporate Secretary Accepted and agreed: /s/ Armando M. Codina - ----------------------------- Armando M. Codina 1/22/04 - ----------------------------- Date