Exhibit
10.58


 


CONSULTING AGREEMENT


 


This Consulting
Agreement (this “Agreement”) is entered into by and between Anne H.
McNamara (“Consultant”) and American Airlines, Inc., a Delaware corporation
(the “Company”) as of the 1st day of February, 2003.


 


WHEREAS,
Consultant is capable of performing certain services and the Company desires to
have Consultant perform such services on its behalf.


 


NOW, THEREFORE,
for and in consideration of the mutual agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Consultant agree as follows:


 


1.                                       Services
to be Rendered; Term; Payment. 
Consultant will provide consulting services at the Company’s request
(the “Services”).   Unless earlier
terminated in accordance with the terms of this Agreement, the Services will be
provided for the period beginning February 1, 2003 and ending on April 30, 2003
(the “Term”).  Consultant shall have the
right to take reasonable vacation time (not to exceed two periods of five
business days each) during the Term and if she does, the Term shall be extended
commensurately without additional compensation.  For the Services, Consultant will be paid a monthly fee in
advance of
$                   .   In addition, Consultant will receive the
additional benefits set forth in Schedule A over the Term of the Agreement.


 


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2.                                       Time
Devoted by Consultant.  Consultant
will perform the Services on a full-time basis.  Full-time is defined as efforts commensurate with that of elected
officers of the Company.  
Thereafter,  Consultant agrees to
endeavor to be available for consultation upon reasonable request from the
Company.


 


3.                                       Reimbursable
Expenses/Other Expenditures.  The
Company will reimburse Consultant for actual and reasonable miscellaneous
expenses incurred by the Consultant in performing the Services, such expenses
to include mailing, shipping, photocopying, long-distance telephone and
facsimile.  The Company will also
reimburse Consultant for travel and other reasonably related expenses incurred
by Consultant in connection with the provision of Services, provided such
travel and related expenses are approved by the Company in advance.   Consultant will submit to the Company a
statement of expenses to be reimbursed, on a form satisfactory to the Company,
stating in detail the nature of the expenditures and enclosing receipts or
detail for same.  The Company agrees
that the reimbursement procedure for Consultant will be reasonably similar to
the procedure it employs for its elected officers, as such procedure may change
over time.


 


4.                                       Independent
Contractor; Nature of Services.  The
Company and Consultant acknowledge and agree that Consultant is an independent contractor
for, and not an employee of, the Company, and that Consultant will have no
authority to bind, or to otherwise incur liability on behalf of, the
Company.  Further, Consultant agrees
that the Company is not responsible to collect or withhold federal, state or
local taxes, including income tax and social security, and that any and all
taxes imposed, assessed or levied as a result of this Agreement will be paid by
Consultant (or, if paid by the Company, reimbursed by Consultant to the Company
promptly upon demand).


 


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5.                                       Confidentiality.  Consultant agrees that the existence of this
Agreement and any information Consultant receives or reviews concerning the
Company, including without limitation, any information concerning the Company’s
past, present and future research, marketing, development, operations and
business activities, is proprietary and confidential to the Company and
Consultant will keep such information strictly confidential and will not disclose
it to any third party or use it directly or indirectly for any purpose except
the performance of this Agreement unless required by law.  Consultant agrees to return all such
information and all compilations or summaries or synopses thereof (and all copies
of all of the foregoing) in Consultant’s possession to the Company upon the
termination of this Agreement.  Further,
any records maintained by Consultant for the Company will be and will remain
the property of the Company and, upon termination of this Agreement, Consultant
will return such records (and all copies thereof) to the Company or will, if so
requested by the Company, dispose of the same in accordance with the Company’s
instructions.


 


6.                                       Work
Made for Hire.  Title and sole and
exclusive ownership of any invention, device, design or idea developed by
Consultant while performing the Services, whether patentable or otherwise, will
vest in the Company and Consultant agrees to take all necessary steps, and to
execute all documents reasonably required by the Company, to effectuate the
vesting of such title and ownership. 
Any development, modification or translation by Consultant of
copyrightable material will be considered a “work for hire” under the United States
copyright laws, and the copyright in and to such material will belong to the
Company.  To the extent the development,
modification or translation may not be deemed a “work for hire”, Consultant
will be deemed to have assigned all copyright rights therein to the Company,
and Consultant will execute all documents required by the Company to effect
such assignment.  


 


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Consultant will promptly
provide the Company with copies of all developments, modifications or
translations made by or for Consultant.


 


7.                                       Default.
If either party to this Agreement defaults in the performance of any term or
condition hereof, or does or permits anything to be done contrary to any term
or condition hereof, and such default continues uncured for a period of ten
(10) days following receipt of written notice thereof from the nondefaulting
party to the defaulting party, then the nondefaulting party may terminate this
Agreement immediately after giving written notice of such termination and may
pursue any other remedies available at law or in equity.


 


8.                                       Indemnity.
The Company hereby waives any claim, including without limitation, claims of
malpractice or negligence with respect to Consultant’s performance of, or
failure to perform, her duties hereunder.


 


The Company hereby
agrees to indemnify and hold harmless Consultant from and against any and all
claims, liabilities, losses, damages, judgments, penalties and expenses
(including reasonable attorneys’ fees and litigation expenses), which may be
imposed upon, incurred by or recovered from the Consultant as a direct or
indirect result of either party’s performance of, or failure to perform, its
obligations under this Agreement, or either party’s negligent or, in the case
of the Company, its willful misconduct in its performance hereunder.


 


The Company
acknowledges and agrees that this Agreement does not in any way release, modify
or amend its obligations to Consultant with respect to indemnification and
defense for the period she served as an elected officer of the Company.


 


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9.                                       Right
to Act as a Consultant.  The Company
and Consultant agree to conduct all activities under this Agreement in
compliance with all applicable laws and regulations.


 


Consultant agrees
not to represent, advise, give advice to or otherwise consult with, any other
travel related company or related entity without prior Company approval during
the Term.  The Company will not
unreasonably withhold such approval. 
Consultant also agrees that if she represents, advises, gives advice to
or otherwise consults with, any person, corporation, partnership or other
entity during the Term she will notify the Company to whom the services are
being provided.  In any such instance
Consultant will be bound by the Confidentiality section previously outlined in
this Agreement.


 


10.                                 Right
to Audit.  Consultant will keep
complete records and accounts from which may be determined the actual cost of
expenses incurred under this Agreement. 
Such records and accounts will be open for inspection, examination,
audit and copying by the Company or its designated representatives at all
reasonable times.  Consultant will keep
and preserve all such records and accounts throughout the Term and for a period
of one year after the termination of this Agreement.


 


11.                                 Assignment
and Delegation.  Consultant may not
assign this Agreement, in whole or in part, or delegate or subcontract any
rights or duties hereunder, without the prior written consent of the Company.


 


12.                                 GOVERNING
LAW.  THIS AGREEMENT WILL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE 


 


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STATE OF TEXAS WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES. 
THE PARTIES HERETO AGREE THAT THE PROPER FORUM FOR ANY ACTIONS BROUGHT
HEREUNDER WILL BE IN THE DISTRICT COURT OF TARRANT COUNTY, TEXAS OR THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, FORT WORTH DIVISION.


 


                                                13.                                 Notices.  Unless otherwise provided herein, all
notices or other communications hereunder will be in writing and will be deemed
to have been received (i) when delivered personally by hand to the recipient or
when transmitted by facsimile to the recipient (with telephonic confirmation by
the sender to the recipient), (ii) one business day after mailing by overnight
courier, (iii) three days after mailing by United States registered or
certified first class mail (postage prepaid) or (iv) five days after mailing by
United States first class mail (postage prepaid), to the parties at the
following addresses (or at such other addresses as will be specified by notice
in accordance with this section):


 


	
  If to Consultant:

  	
  If to the Company:

  
	
   

  	
   

  
	
  Anne H. McNamara

  	
  American Airlines, Inc.

  
	
  3510 Turtle Creek
  Blvd., #2D

  	
  4333 Amon Carter Blvd.,
  MD5675

  
	
  Dallas, TX  75219

  	
  Fort Worth, TX 76155

  
	
  Facsimile:  214/526-7808

  	
  Facsimile: 817-967-4313

  
	
   

  	
  Attention: Corporate
  Secretary

  



 


14.                               Construction.  The parties acknowledge that this Agreement
is the result of mutual negotiation. 
Accordingly, this Agreement will not be construed against the party
preparing and drafting it, but will be construed as if both parties jointly
prepared and drafted it.  Any
uncertainty or ambiguity will not be interpreted against either party by virtue
of such party’s actual role in the preparation and drafting hereof.


 


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15.                                 Termination.  This Agreement will terminate upon the
expiration of the Term.  The termination
of this Agreement will also cancel all Consultant benefits outlined in Schedule
A of this Agreement as of the date of termination (subject to Consultant’s
right to purchase certain equipment as described in Schedule A).


 


16.                                 Miscellaneous.  This Agreement constitutes the entire
agreement between the parties relating to the subject matter hereof and
supersedes any prior agreements and understandings, whether oral or written,
between the parties.  No modification,
amendment or change hereof will be effective or binding on any party unless set
forth in a writing, duly executed by the parties.  The waiver by any party hereto of any requirement or obligation
arising hereunder will not operate or be construed as a subsequent waiver
thereof.  This Agreement will be binding
upon and will inure to the benefit of the parties, their legal representatives,
successors and assigns.  The headings in
this Agreement are for purposes of reference only and will not limit or define
the meaning hereof.  This Agreement may
be executed in one or more counterparts, each of which will be an original but
all of which will constitute one instrument. 
If any provision contained in this Agreement will for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability will not invalidate this entire Agreement.  Such provision will be deemed to be modified
to the extent necessary to render it valid and enforceable, and if no such
modification will render it valid or enforceable, then this Agreement will be
construed as if not containing such provision.


 


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The parties have
duly executed this Agreement as of the date first written above.


 


Consultant


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Anne H. McNamara

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  G. F. Kennedy

  
	
   

  	
  Senior Vice President
  and General Counsel

  



 


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