Exhibit
10.54


 


AMENDED AND RESTATED

EXECUTIVE TERMINATION BENEFITS AGREEMENT


 


THIS AMENDED AND RESTATED EXECUTIVE TERMINATION
BENEFITS AGREEMENT (this “Agreement”), dated as of the 26th day of September,
2002 is among AMR CORPORATION, a Delaware corporation, AMERICAN AIRLINES, INC.,
a Delaware corporation (collectively the “Company”), and RALPH L. RICHARDI (the
“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the Company considers it essential to the
best interests of the Company and its stockholders that its management be
encouraged to remain with the Company and to continue to devote full attention
to the Company’s business in the event an effort is made to obtain control of
the Company through a tender offer or otherwise;


 


WHEREAS, the Company recognizes that the possibility
of a change in control and the uncertainty and questions which it may raise
among management may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders;


 


WHEREAS, the Company’s Board of Directors (the
“Board”) has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company’s
management to their assigned duties without distraction in the face of the potentially
disturbing circumstances arising from the possibility of a change in control of
the Company;


 


WHEREAS, the Executive is a key Executive of the
Company;


 

















 


WHEREAS, the Company believes the Executive has made
valuable contributions to the productivity and profitability of the Company;


 


WHEREAS, should the Company receive any proposal from
a third person concerning a possible business combination with or acquisition
of equity securities of the Company, the Board believes it imperative that the
Company and the Board be able to rely upon the Executive to continue in his
position, and that the Company be able to receive and rely upon his advice as
to the best interests of the Company and its stockholders without concern that
he might be distracted by the personal uncertainties and risks created by such
a proposal; and


 


WHEREAS, should the Company receive any such
proposals, in addition to the Executive’s regular duties, he may be called upon
to assist in the assessment of such proposals, advise management and the Board
as to whether such proposals would be in the best interests of the Company and
its stockholders, and to take such other actions as the Board might determine
to be appropriate.


 


NOW, THEREFORE, to assure the Company that it will
have the continued undivided attention and services of the Executive and the
availability of his advice and counsel notwithstanding the possibility, threat
or occurrence of a bid to take over control of the Company, and to induce the
Executive to remain in the employ of the Company, and for other good and
valuable consideration, the Company and the Executive agree as follows:


 


1.                                       Change
in Control


 


For purposes of this Agreement, a Change in Control of
the Company shall be deemed to have taken place if:


 


(a)                                  any
person as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as
amended from time to time (the “Exchange Act”), and as used in Sections 13(d)
and 


 


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14(d) thereof, including a “group” as defined in Section 13(d) of the
Exchange Act (a “Person”), but excluding the Company, any subsidiary of the
Company and any employee benefit plan sponsored or maintained by the Company or
any subsidiary of the Company (including any trustee of such plan acting as
trustee), directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13(d)-3 under the Exchange Act, as amended from time to time) of
securities of the Company representing 15% or more of the combined voting power
of the Company’s then outstanding securities; or


 


(b)                                 individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or


 


(c)                                  consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company or the acquisition of the
assets of another corporation (a “Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
then outstanding shares of common stock of the Company and the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors immediately prior to such Business
Combination 


 


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beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries), (ii) no Person (excluding any employee benefit plan
(or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 15% or more
of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination, and
(iii)  at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Incumbent Board, providing for such Business Combination; or


 


(d)                                 approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company.


 


2.                                       Circumstances
Triggering Receipt of Severance Benefits


 


(a)                                  Subject
to Section 2(c), the Company will provide the Executive with the benefits set
forth in Section 4 upon any termination of the Executive’s employment:


 


(i)                                     by
the Company at any time within the first 24 months after a Change in Control;


 


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(ii)                                  by
the Executive for “Good Reason” (as defined in Section 2(b) below) at any time
within the first 24 months after a Change in Control;


 


(iii)                               by
the Executive pursuant to Section 2(d); or


 


(iv)                              by
the Company or the Executive pursuant to Section 2(e).


 


(b)                                 In
the event of the occurrence of a Change in Control, the Executive may terminate
employment with the Company and/or any subsidiary for “Good Reason” with the
right to benefits set forth in Section 4 upon the occurrence of one or more of
the following events (regardless of whether any other reason, other than Cause
as provided below, for such termination exists or has occurred, including
without limitation other employment):


 


(i)                                     Failure
to elect or reelect or otherwise to maintain the Executive in the office or the
position, or a substantially equivalent office or position, of or with the
Company and/or a subsidiary, as the case may be, which the Executive held
immediately prior to a Change in Control, or the removal of the Executive as a
director of the Company and/or a subsidiary (or any successor thereto) if the
Executive shall have been a director of the Company and/or a subsidiary
immediately prior to the Change in Control;


 


(ii)                                  (A)
A significant adverse change in the nature or scope of the authorities, powers,
functions, responsibilities or duties attached to the position with the Company
and/or any subsidiary which the Executive held immediately prior to the Change
in Control, (B) a reduction in the aggregate of the Executive’s annual base
salary rate and annual incentive compensation target to be received from the
Company and/or any subsidiary, or (C) the termination or denial of the
Executive’s rights to Employee Benefits (as defined below) or a reduction in
the 


 


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scope or value thereof, any of which is not remedied
by the Company within 10 calendar days after receipt by the Company of written
notice from the Executive of such change, reduction or termination, as the case
may be;


 


(iii)                               A
determination by the Executive (which determination will be conclusive and
binding upon the parties hereto provided it has been made in good faith and in
all events will be presumed to have been made in good faith unless otherwise
shown by the Company by clear and convincing evidence) that a change in
circumstances has occurred following a Change in Control, including, without
limitation, a change in the scope of the business or other activities for which
the Executive was responsible immediately prior to the Change in Control, which
has rendered the Executive substantially unable to carry out, has substantially
hindered Executive’s performance of, or has caused the Executive to suffer a
substantial reduction in, any of the authorities, powers, functions,
responsibilities or duties attached to the position held by the Executive
immediately prior to the Change in Control, which situation is not remedied
within 10 calendar days after written notice to the Company from the Executive
of such determination;


 


(iv)                              The
liquidation, dissolution, merger, consolidation or reorganization of the
Company or transfer of all or substantially all of its business and/or assets,
unless the successor or successors (by liquidation, merger, consolidation,
reorganization, transfer or otherwise) to which all or substantially all of its
business and/or assets have been transferred (directly or by operation of 


 


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law) assumed all duties and obligations of the Company
under this Agreement pursuant to Section 9(a);


 


(v)                                 The
Company relocates its principal executive offices, or requires the Executive to
have his principal location of work changed, to any location that is in
excess  of 50 miles from the location
thereof immediately prior to the Change in Control, or requires the Executive
to travel away from his office in the course of discharging his
responsibilities or duties hereunder at least 20% more (in terms of aggregate
days in any calendar year or in any calendar quarter when annualized for
purposes of comparison to any prior year) than was required of Executive in any
of the three full years immediately prior to the Change in Control without, in
either case, his prior written consent; or


 


(vi)                              Without
limiting the generality or effect of the foregoing, any material breach of this
Agreement by the Company or any successor thereto, which breach is not remedied
within 10 calendar days after written notice to the Company from the Executive
describing the nature of such breach.


 


(c)                                  Notwithstanding
Sections 2(a) and (b) above, no benefits shall be payable by reason of this
Agreement in the event of:


 


(i)                                     Termination
of the Executive’s employment with the Company and its subsidiaries by reason
of the Executive’s death or Disability, provided that the Executive has not
previously given a valid “Notice of Termination” pursuant to Section 3.  For purposes hereof, “Disability” shall be
defined as the inability of Executive due to illness, accident or other
physical or mental disability to perform his duties for any period of six
consecutive months or for any period of eight 


 


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months out of any 12-month period, as determined by an
independent physician selected by the Company and reasonably acceptable to the
Executive (or his legal representative), provided that the Executive does not
return to work on substantially a full-time basis within 30 days after written
notice from the Company, pursuant to Section 3, of an intent to terminate the
Executive’s employment due to Disability;


 


(ii)                                  Termination
of the Executive’s employment with the Company and its subsidiaries on account
of the Executive’s retirement at or after age 65, pursuant to the Company’s
Retirement Benefit Plan; or


 


(iii)                               Termination
of the Executive’s employment with the Company and its subsidiaries for
Cause.  For the purposes hereof, “Cause”
shall be defined as a felony conviction of the Executive or the failure of the
Executive to contest prosecution for a felony, or the Executive’s wilful
misconduct or dishonesty, any of which is directly and materially harmful to
the business or reputation of the Company or any subsidiary or affiliate.  Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for “Cause” hereunder unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three quarters of the
Board then in office at a meeting of the Board called and held for such
purpose, after reasonable notice to the Executive and an opportunity for the
Executive, together with his counsel (if the Executive chooses to have counsel
present at such meeting), to be heard before the Board, finding that, in the
good faith opinion of the Board, the Executive had committed an act
constituting 


 


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“Cause” as herein defined and specifying the
particulars thereof in detail.  Nothing
herein will limit the right of the Executive or his beneficiaries to contest
the validity or propriety of any such determination.


 


This Section 2(c) shall not preclude the payment of
any amounts otherwise payable to the Executive under any of the Company’s
employee benefit plans, stock plans, programs and arrangements and/or under any
Employment Agreement.


 


(d)                                 Notwithstanding
anything contained in this Agreement to the contrary, in the event of a Change
in Control, the Executive may terminate employment with the Company and any subsidiary
for any reason, or without reason, by providing Notice of Termination pursuant
to Section 3 during the 30-day period immediately following the first
anniversary of the first occurrence of a Change in Control with the right to
the benefits set forth in Section 4.


 


(e)                                  Any
termination of employment of the Executive, including a termination for “Good
Reason,” but excluding a termination for “Cause,” or the removal of the
Executive from the office or position in the Company or any subsidiary that
occurs (i) not more than 180 days prior to the date on which a Change in
Control occurs and (ii) following the commencement of any discussion with a
third person that ultimately results in a Change in Control shall be deemed to
be a termination or removal of the Executive after a Change in Control for
purposes of this Agreement.


 


3.                                       Notice
of Termination


 


Any termination of the Executive’s employment with the
Company and its subsidiaries as contemplated by Section 2 shall be communicated
by written “Notice of Termination” to the other party hereto.  Any “Notice of Termination” shall indicate
the effective date of termination which shall not be less than 30 days or more
than 60 days after the date the Notice of 


 


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Termination is delivered (the “Termination Date”), the specific
provision in this Agreement relied upon, and, except for a termination pursuant
to Section 2(d), will set forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination including, if
applicable, the failure after provision of written notice by the Executive to
effect a remedy pursuant to the final clause of Section 2(b)(ii), 2(b)(iii) or
2(b)(vi).


 


4.                                       Termination
Benefits


 


Subject to the conditions set forth in Section 2, the
following benefits shall be paid or provided to the Executive:


 


(a)                                  Compensation


 


The Company shall pay to the Executive three times the
sum of (i) “Base Pay”, which shall be an amount equal to the greater of (A) the
Executive’s effective annual base salary at the Termination Date or (B) the
Executive’s effective annual base salary immediately prior to the Change in
Control, plus (ii) “Incentive Pay” equal to the greater of (x) the target
annual bonus payable to the Executive under the Company’s Incentive
Compensation Plan or any other annual bonus plan for the fiscal year of the
Company in which the Change in Control occurred or (y) the highest annual bonus
earned by the Executive under the Company’s Incentive Compensation Plan or any
other annual bonus plan (whether paid currently or on a deferred basis) with
respect to any 12 consecutive month period during the three fiscal years of the
Company immediately preceding the fiscal year of the Company in which the
Change in Control occurred, plus (iii) ”Performance Returns” equal to the
highest annual payment of performance returns paid to the Executive with
respect to any 12 consecutive month period during the three fiscal years of the
Company immediately preceding the fiscal year of the Company in which the
Change in Control occurred.


 


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(b)                                 Welfare
Benefits


 


For a period of 36 months following the Termination
Date (the “Continuation Period”), the Company shall arrange to provide the Executive
with benefits, including travel accident, major medical, dental, vision care
and other welfare benefit programs in effect immediately prior to the Change in
Control (“Employee Benefits”) substantially similar to those that the Executive
was receiving or entitled to receive immediately prior to the Termination Date
(or, if greater, immediately prior to the reduction, termination, or denial
described in Section 2(b)(ii)(C)).  If
and to the extent that any benefit described in this Section 4(b) is not or
cannot be paid or provided under any policy, plan, program or arrangement of
the Company or any subsidiary, as the case may be, then the Company will itself
pay or provide for the payment to the Executive, his dependents and
beneficiaries, of such Employee Benefits along with, in the case of any benefit
which is subject to tax because it is not or cannot be paid or provided under
any such policy, plan, program or arrangement of the Company or any subsidiary,
an additional amount such that after payment by the Executive, or his
dependents or beneficiaries, as the case may be, of all taxes so imposed, the
recipient retains an amount equal to such taxes.  Employee Benefits otherwise receivable by the Executive pursuant
to this Section 4(b) will be reduced to the extent comparable welfare
benefits are actually received by the Executive from another employer during
the Continuation Period, and any such benefits actually received by the
Executive shall be reported by the Executive to the Company.


 


(c)                                  Retirement
Benefits


 


The Executive shall be deemed to be completely vested
in Executive’s currently accrued benefits under the Company’s Retirement
Benefit Plan and Supplemental Executive Retirement Plan (“SERP”) in effect as
of the date of Change in Control (collectively, the 


 


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“Plans”), regardless of his actual vesting service credit
thereunder.  In addition, the Executive
shall be deemed to earn service credit for benefit calculation purposes
thereunder for the Continuation Period. 
Benefits under the Plans will become payable at any time designated by
the Executive following termination of the Executive’s employment with the
Company and its subsidiaries after the Executive reaches age 55, subject to the
terms of the Plans regarding the actuarial adjustment of benefit payments
commencing prior to normal retirement age. 
The benefits to be paid pursuant to the Plans shall be calculated as
though the Executive’s compensation rate for each of the five years immediately
preceding his retirement equaled the sum of Base Pay plus Incentive Pay plus
Performance Returns.  Any benefits
payable pursuant to this Section 4(c) that are not payable out of the Plans for
any reason (including but not limited to any applicable benefit limitations
under the Employee Retirement Income Security Act of 1974, as amended, or any
restrictions relating to the qualification of the Company’s Retirement Benefit
Plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
“Code”)) shall be paid directly by the Company out of its general assets.


 


(d)                                 Relocation
Benefits


 


If the Executive moves his residence in order to
pursue other business or employment opportunities during the Continuation
Period and requests in writing that the Company provide relocation services, he
will be reimbursed for any expenses incurred in that initial relocation
(including taxes payable on the reimbursement) which are not reimbursed by
another employer.  Benefits under this
provision will include assistance in selling the Executive’s home and all other
assistance and benefits which were customarily provided by the Company to
transferred executives prior to the Change in Control.


 


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(e)                                  Executive
Outplacement Counseling


 


At the request of the Executive made in writing during
the Continuation Period, the Company shall engage an outplacement counseling
service of national reputation to assist the Executive in obtaining employment.


 


(f)                                    Stock
Based Compensation Plans


 


(i)                                     Any
issued and outstanding Stock Options (to the extent they have not already
become exercisable) shall become exercisable as of the date on which the Change
in Control occurs, unless otherwise specifically provided at the time such
options are granted.


 


(ii)                                  The
Company’s right to rescind any award of stock to the Executive under the
Company’s 1988 Long Term Incentive Plan or the Company’s 1998 Long Term
Incentive Plan (or any successor plan) shall terminate upon a Change in
Control, and all restrictions on the sale, pledge, hypothecation or other
disposition of shares of stock awarded pursuant to such plan shall be removed
at the Termination Date, unless otherwise specifically provided at the time
such award(s) are made.


 


(iii)                               The
Executive’s rights under any other stock based compensation plan shall vest (to
the extent they have not already vested) and any performance criteria shall be
deemed met at target as of the date on which a Change in Control occurs, unless
otherwise specifically provided at the time such right(s) are granted.


 


(g)                                 Split
Dollar Life Insurance


 


The Company shall pay to the Executive a lump sum
equal to the cost on the Termination Date of purchasing, at standard
independent insurance premium rates, an individual 


 


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paid up insurance policy providing benefits equal to the benefits
provided by the Company’s Split Dollar Life Insurance coverage immediately
prior to the date of the Change in Control.


 


(h)                                 Other
Benefits


 


(i)                                     The
Executive shall have all flight privileges provided by the Company to Directors
as of the date of Change in Control until the Executive reaches age 55, at
which time he shall have all flight privileges provided by the Company to its
retirees who held the same or similar position as the Executive immediately
prior to the Change in Control.


 


(ii)                                  The
Executive, at the Executive’s option, shall be entitled to continue the use of
the Executive’s Company-provided automobile during the Continuation Period under
the same terms that applied to the automobile immediately prior to the Change
in Control, or to purchase the automobile at its book value as of the
Termination Date.


 


(iii)                               The
Company shall pay to the Executive an amount equal to the cost to the Company
of providing any other perquisites and benefits of the Company in effect
immediately prior to the Change in Control, calculated as if such benefits were
continued during the Continuation Period.


 


(i)                                     Accrued
Amounts


 


The Company shall pay to the Executive all other
amounts accrued or earned by the Executive through the Termination Date and
amounts otherwise owing under the then existing plans and policies of the
Company, including but not limited to all amounts of compensation previously
deferred by the Executive (together with any accrued interest thereon) and not
yet paid by the Company, and any accrued vacation pay not yet paid by the
Company.


 


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(j)                                     The
Company shall pay to the Executive the amounts due pursuant to Sections 4(a),
4(g) and 4(h)(iii) in a lump sum on the first business day of the month
following the Termination Date.  The
Company shall pay to the Executive the amounts due pursuant to Section 4(i) in
accordance with the terms and conditions of the existing plans and policies of
the Company.


 


5.                                       Certain
Additional Payments by the Company.


 


(a)                                  Anything
in this Agreement to the contrary notwithstanding, but subject to
Section 5(h), in the event that this Agreement shall become operative and
it shall be determined (as hereafter provided) that any payment (other than the
Gross-Up payments provided for in this Section 5) or distribution by the
Company or any of its subsidiaries to or for the benefit of the Executive,
whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise pursuant to or by reason of any other agreement,
policy, plan, program or arrangement, including without limitation any stock
option, stock appreciation right or similar right, restricted stock, deferred
stock or the lapse or termination of any restriction on, deferral period or the
vesting or exercisability of any of the foregoing (a “Payment”), would be
subject to the excise tax imposed by Section 4999 of the Code (or any successor
provision thereto) by reason of being considered “contingent on a change in
ownership or control” of the Company, within the meaning of Section 280G of the
Code (or any successor provision thereto) or to any similar tax imposed by
state or local law, or any interest or penalties with respect to such tax (such
tax or  taxes, together with any such
interest and penalties, being hereafter collectively referred to as the “Excise
Tax”), then the Executive shall be entitled to receive an additional payment or
payments (collectively, a “Gross-Up Payment”). 
The Gross-Up Payment shall be in an amount such that, after payment by
the Executive of all taxes (including any interest or 


 


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penalties imposed with respect to such taxes), including any Excise Tax
and any income tax imposed upon the Gross-Up Payment, the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payment.


 


(b)                                 Subject
to the provisions of Section 5(f), all determinations required to be made under
this Section 5, including whether an Excise Tax is payable by the Executive and
the amount of such Excise Tax and whether a Gross-Up Payment is required to be
paid by the Company to the Executive and the amount of such Gross-Up Payment,
if any, shall be made by a nationally recognized accounting firm (the
“Accounting Firm”) selected by the Executive in his sole discretion.  The Executive shall direct the Accounting
Firm to submit its determination and detailed supporting calculations to both
the Company and the Executive within 30 calendar days after the Change in
Control Date, the Termination Date, if applicable, and any such other time or
times as may be requested by the Company or the Executive.  If the Accounting Firm determines that any
Excise Tax is payable by the Executive, the Company shall pay the required
Gross-Up Payment to the Executive within five business days after receipt of
such determination and calculations with respect to any Payment to the Executive.  If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes
such determination, furnish the Company and the Executive an opinion that the
Executive has substantial authority not to report any Excise Tax on his
federal, state or local income or other tax return.  As a result of the uncertainty in the application of Section 4999
of the Code (or any successor provision thereto) and the possibility of similar
uncertainty regarding applicable state or local tax law at the time of any
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made (an
“Underpayment”), consistent with the calculations required to be made
hereunder.  In the 


 


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event that the Company exhausts or fails to pursue its remedies
pursuant to Section 5(f) and the Executive thereafter is required to make a
payment of any Excise Tax, the Executive shall direct the Accounting Firm to
determine the amount of the Underpayment that has occurred and to submit its
determination and detailed supporting calculations to both the Company and the
Executive as promptly as possible.  Any
such Underpayment shall be promptly paid by the Company to, or for the benefit
of, the Executive within five business days after receipt of such determination
and calculations.


 


(c)                                  The
Company and the Executive shall each provide the Accounting Firm access to and
copies of any books, records and documents in the possession of the Company or
the Executive, as the case may be, reasonably requested by the Accounting Firm,
and otherwise cooperate with the Accounting Firm in connection with the
preparation and issuance of the determinations and calculations contemplated by
Section 5(b).  Any determination by the
Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon
the Company and the Executive.


 


(d)                                 The
federal, state and local income or other tax returns filed by the Executive
shall be prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by the Executive.  The Executive shall make proper payment of
the amount of any Excise Payment, and at the request of the Company, provide to
the Company true and correct copies (with any amendments) of his federal income
tax return as filed with the Internal Revenue Service and corresponding state
and local tax returns, if relevant, as filed with the applicable taxing
authority, and such other documents reasonably requested by the Company,
evidencing such payment.  If prior to
the filing of the Executive’s federal income tax return, or corresponding state
or local tax return, if relevant, the Accounting 


 


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Firm determines
that the amount of the Gross-Up Payment should be reduced, the Executive shall
within five business days pay to the Company the amount of such reduction.


 


(e)                                  The
fees and expenses of the Accounting Firm for its services in connection with
the determinations and calculations contemplated by Section 5(b) shall be borne
by the Company.  If such fees and
expenses are initially paid by the Executive, the Company shall reimburse the
Executive the full amount of such fees and expenses within five business days
after receipt from the Executive of a statement therefor and reasonable
evidence of his payment thereof.


 


(f)                                    The
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service or any other taxing authority that, if successful, would
require the payment by the Company of a Gross-Up Payment or any additional
Gross-Up Payment.  Such notification
shall be given as promptly as practicable but no later than 10 business
days after the Executive actually receives notice of such claim and the
Executive shall further apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid (in each case, to the extent
known by the Executive).  The Executive
shall not pay such claim prior to the earlier of (x) the expiration of the
30-calendar-day period following the date on which he gives such notice to the
Company and (y) the date that any payment of amount with respect to such
claim is due.  If the Company notifies
the Executive in writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:


 


(i)                                     provide
the Company with any written records or documents in his possession relating to
such claim reasonably requested by the Company;


 


(ii)                                  take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without 


 


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limitation accepting legal representation with respect
to such claim by an attorney competent in respect of the subject matter and
reasonably selected by the Company;


 


(iii)                               cooperate
with the Company in good faith in order effectively to contest such claim; and


 


(iv)                              permit
the Company to participate in any proceedings relating to such claim;


 


provided, however, that the Company shall bear and pay directly all
costs and expenses (including interest and penalties) incurred in connection
with such contest and shall indemnify and hold harmless the Executive, on an
after-tax basis, for and against any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
contest and payment of costs and expenses. 
Without limiting the foregoing provisions of this Section 5(f), the
Company shall control all proceedings taken in connection with the contest of
any claim contemplated by this Section 5(f) and, at its sole option, may pursue
or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim (provided,
however, that the Executive may participate therein at his own cost and
expense) and may, at its option, either direct the Executive to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if
the Company directs the Executive to pay the tax claimed and sue for a refund,
the Company shall advance the amount of such payment to the Executive on an
interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any 


 


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Excise Tax or income or other tax, including interest or penalties with
respect thereto, imposed with respect to such advance; and provided further,
however, that any extension of the statute of limitations relating to payment
of taxes for the taxable year of the Executive with respect to which the
contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company’s
control of any such contested claim shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.


 


(g)                                 If,
after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 5(f), the Executive receives any refund with respect to
such claim, the Executive shall (subject to the Company’s complying with the
requirements of Section 5(f)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after any taxes
applicable thereto).  If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
Section 5(f), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial or refund prior to
the expiration of 30 calendar days after such determination, then such advance
shall be forgiven and shall not be required to be repaid and the amount of any
such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid by the Company to the Executive pursuant to this
Section 5.


 


(h)                                 Notwithstanding
any provision of this Agreement to the contrary, if (i) but for this sentence,
the Company would be obligated to make a Gross-Up Payment to the Executive,
(ii) the aggregate “present value” of the “parachute payments” to be paid
or provided 


 


20

















 


to the Executive under this Agreement or otherwise does not exceed 1.15
multiplied by three times the Executive’s “base amount,” and (iii) but for
this sentence, the net after-tax benefit to the Executive of the Gross-Up
Payment would not exceed $50,000 (taking into account both income taxes and any
Excise Tax), then the payments and benefits to be paid or provided under this
Agreement (including any stock based compensation pursuant to Section 4(f))
will be reduced to the minimum extent necessary (but in no event to less than
zero) so that no portion of any payment or benefit to the Executive, as so
reduced, constitutes an “excess parachute payment.”  For purposes of this Section 5(h), the terms “excess parachute
payment,” “present value,” “parachute payment,” and “base amount” will have the
meanings assigned to them by Section 280G of the Code.  The determination of whether any reduction
in such payments or benefits to be provided under this Agreement is required
pursuant to the preceding sentence will be made at the expense of the Company,
if requested by the Executive or the Company, by the Accounting Firm.  The fact that the Executive’s right to
payments or benefits may be reduced by reason of the limitations contained in
this Section 5(h) will not of itself limit or otherwise affect any other
rights of the Executive other than pursuant to this Agreement.  In the event that any payment or benefit
intended to be provided under this Agreement or otherwise is required to be
reduced pursuant to this Section 5(h), the Executive will be entitled to
designate the payments and/or benefits to be so reduced in order to give effect
to this Section 5(h).  The Company
will provide the Executive with all information reasonably requested by the
Executive to permit the Executive to make such designation.  In the event that the Executive fails to
make such designation within 10 business days of the Termination Date, the
Company may effect such reduction in any manner it deems appropriate.


 


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6.                                       No
Mitigation Obligation.  The Company
hereby acknowledges that it will be difficult and may be impossible for the
Executive to find reasonably comparable employment following the Termination
Date.  Accordingly, the payment of the
severance compensation by the Company to the Executive in accordance with the
terms of this Agreement is hereby acknowledged by the Company to be reasonable,
and the Executive will not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Executive hereunder or otherwise, except as expressly provided in the last
sentence of Section 4(b).


 


7.                                       Legal
Fees and Expenses.


 


(a)                                  It
is the intent of the Company that the Executive not be required to incur legal
fees and the related expenses associated with the interpretation, enforcement
or defense of Executive’s rights under this Agreement by litigation or
otherwise because the cost and expense thereof would substantially detract from
the benefits intended to be extended to the Executive hereunder.  Accordingly, if it should appear to the
Executive that the Company has failed to comply with any of its obligations under
this Agreement or in the event that the Company or any other person takes or
threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or proceeding designed to deny, or
to recover from, the Executive any or all of the benefits provided or intended
to be provided to the Executive hereunder, the Company irrevocably  authorizes the Executive from time to time
to retain counsel of Executive’s choice, at the expense of the Company as
hereafter provided, to advise and represent the Executive in connection with
any such interpretation, enforcement or 


 


22

















 


defense, including without limitation the initiation or defense of any
litigation or other legal action, whether by or against the Company or any
director, officer, stockholder or other person affiliated with the Company, in
any jurisdiction.  Notwithstanding any
existing or prior attorney-client relationship between the Company and such
counsel, the Company irrevocably consents to the Executive’s entering into an
attorney-client relationship with such counsel, and in that connection the
Company and the Executive agree that a confidential relationship shall exist
between the Executive and such counsel. 
Without respect to whether the Executive prevails, in whole or in part,
in connection with any of the foregoing, the Company will pay and be solely
financially responsible for any and all attorneys’ and related fees and
expenses incurred by the Executive in connection with any of the foregoing.


 


(b)                                 Without
limiting the obligations of the Company pursuant to Section 7(a) hereof, in the
event a Change in Control occurs, the performance of the Company’s obligations
under this Section 7 shall be secured by amounts deposited or to be deposited
in trust pursuant to certain trust agreements to which the Company shall be a
party, which amounts deposited shall in the aggregate be not less than
$2,000,000, providing that the fees and expenses of counsel selected from time
to time by the Executive pursuant to Section 7(a) shall be paid, or reimbursed
to the Executive if paid by the Executive, either in accordance with the terms
of such trust agreements, or, if not so provided, on a regular, periodic basis
upon presentation by the Executive to the trustee of a statement or statements
prepared by such counsel in accordance with its customary practices.  Any failure by the Company to satisfy any of
its obligations under this Section 7(b) shall not limit the rights of the
Executive hereunder.  Subject to the foregoing,
the Executive shall have the status of a general unsecured creditor of the
Company and shall have no right to, or security interest in, any assets of the
Company or any subsidiary.


 


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8.                                       Continuing
Obligations


 


(a)                                  The
Executive hereby agrees that all documents, records, techniques, business
secrets and other information which have come into his possession from time to
time during his employment with the Company shall be deemed to be confidential
and proprietary to the Company and, except for personal documents and records
of the Executive, shall be returned to the Company.  The Executive further agrees to retain in confidence any
confidential information known to him concerning the Company and its
subsidiaries and their respective businesses so long as such information is not
publicly disclosed, except that Executive may disclose any such information
required to be disclosed in the normal course of his employment with the
Company or pursuant to any court order or other legal process.


 


(b)                                 The
Executive hereby agrees that during the Continuation Period, he will not
directly or indirectly solicit any employee of the Company or any of its
subsidiaries or affiliated companies to join the employ of any entity that
competes with the Company or any of its subsidiaries or affiliated companies.


 


9.                                       Successors


 


(a)                                  The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance satisfactory
to the Executive to expressly assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.  Failure of such successor entity to enter into such agreement
prior to the effective date of any such succession (or, if later, within three
business days after first receiving a written request for such agreement) shall
constitute a breach of this Agreement and shall entitle the Executive to 


 


24

















 


terminate his employment pursuant to Section 2(a)(ii) and to receive
the payments and benefits provided under Section 4.  As used in this Agreement, “Company” shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which executes and delivers the Agreement provided
for in this Section 9 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.


 


(b)                                 This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. 
If the Executive dies while any amounts are payable to him hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to his devisee, legatee or other designee or,
if there is no such designee, to his estate.


 


10.                                 Notices


 


For all purposes of this Agreement, all
communications, including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and
will be deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or
five business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight courier
service such as FedEx, UPS, or Purolator, addressed to the Company (to the
attention of the Secretary of the Company, with a copy to the General Counsel
of the Company) at its principal executive office and to the Executive at his
principal residence, or to such other address as any party may have furnished
to the other in writing and in accordance herewith, except that notices of
changes of address shall be effective only upon receipt.


 


25

















 


11.                                 Governing
Law


 


THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE.


 


12.                                 Miscellaneous


 


No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or any prior or
subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement (or in any employment or other written agreement
relating to the Executive). 
Notwithstanding any provision of this Agreement to the contrary, the
parties’ respective rights and obligations under Sections 4, 5 and 7 will
survive any termination or expiration of this Agreement or the termination of
the Executive’s employment following a Change in Control for any reason
whatsoever.  Nothing expressed or
implied in this Agreement will create any right or duty on the part of the
Company or the Executive to have the Executive remain in the employment of the
Company or any subsidiary prior to or following any Change in Control.  The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as the
Company is required to withhold pursuant to any law or government regulation or
ruling.  In the event that the Company
refuses or otherwise fails to make a payment when due and it is ultimately
decided that the Executive is entitled to such 


 


26

















 


payment, such payment shall be increased to reflect an interest factor,
compounded annually, equal to the prime rate in effect as of the date the
payment was first due plus two points. 
For this purpose, the prime rate shall be based on the rate identified
by Chase Manhattan Bank as its prime rate.


 


13.                                 Separability


 


The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


14.                                 Non-assignability


 


This Agreement is personal in nature and neither of
the parties hereto shall, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder, except as provided in
Section 9.  Without limiting the
foregoing, the Executive’s right to receive payments hereunder shall not be
assignable or transferable, whether by pledge, creation of a security interest
or otherwise, other than a transfer by his will or by the laws of descent or
distribution, and in the event of any attempted assignment or transfer by
Executive contrary to this Section 14 the Company shall have no liability to
pay any amount so attempted to be assigned or transferred to any person other
than the Executive or, in the event of his death, his designated beneficiary
or, in the absence of an effective beneficiary designation, the Executive’s
estate.


 


15.                                 Effectiveness;
Term


 


This Agreement will be effective and binding as of the
date first above written immediately upon its execution, but, anything in this
Agreement to the contrary notwithstanding, this Agreement will not be operative
unless and until a Change in Control occurs. 
Upon the 


 


27

















 


occurrence of a Change in Control at any time during the Term (as
defined below), without further action, this Agreement shall become immediately
operative.  For purposes of this
Agreement, “Term” means the period commencing as of the date first above
written and expiring as of the later of (i) the fifth anniversary of the
date first above written or (ii) the second anniversary of the first
occurrence of a Change in Control; provided, however, that (A) commencing
on the fifth anniversary of the date first above written and each fifth
anniversary date thereafter, the Term of this Agreement will automatically be
extended for an additional five years unless, not later than 180 days preceding
each such fifth anniversary date, the Company or the Executive shall have given
notice that it or the Executive, as the case may be, does not wish to have the
Term extended and (B) subject to Section 2(e), if, prior to a Change in
Control, the Executive ceases for any reason to be an employee of the Company
and any subsidiary, thereupon without further action the Term shall be deemed
to have expired and this Agreement will immediately terminate and be of no
further effect.  For purposes of this
Section 15, the Executive shall not be deemed to have ceased to be an
employee of the Company and any subsidiary by reason of the transfer of
Executive’s employment between the Company and any subsidiary, or among any
subsidiaries.


 


16                                  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same agreement.


 


17                                  Prior
Agreement.  This Agreement
supersedes and terminates any and all prior 
Executive Termination Benefits Agreements by and among Company and the
Executive.


 


28

















 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed and delivered as
of the day and year first above set forth, thereby mutually and voluntarily
agreeing that this Agreement supersedes and replaces any prior similar
agreements for such termination benefits.


 


	
   

  	
  AMR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald J. Carty

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan M. Oliver

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RALPH L. RICHARDI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ralph L. Richardi

  



 


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