Exhibit
10.59


 


RETENTION AWARD AGREEMENT


 


This Retention Award Agreement (“Agreement”) is made
as of [insert date], 2002, between [insert officer’s name] (“Officer”) and
American Airlines, Inc., a Delaware corporation (the “Corporation”).


 


WHEREAS, the Board of Directors of the Corporation has
approved the payment of a Cash Retention Bonus (as later defined in this
Agreement) to certain officers of the Corporation, including the Officer, in
consideration of the Officer’s continued employment with the Corporation.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Corporation
and the Officer hereby agree as follows:


 


1.           Cash Retention Bonus.
In consideration of the Officer remaining an employee of the Corporation from
March 1, 2002, through and including January 31, 2005 (the “Retention Period”),
the Corporation will pay to the Officer a Cash Retention Bonus.  The Cash Retention Bonus is detailed in Schedule
A, attached to, and made a part of, this Agreement.  Payment of the Cash Retention Bonus will be made in accordance
with Sections 2, 3, or 4, as applicable, of this Agreement.


 


2.           Payment.   Provided the Officer meets the requirements
of Section 3(a) of this Agreement, the Cash Retention Bonus will be paid to the
Officer as follows: (a) 50% on January 30, 2004 (the “First Payment”), and (b)
50% on January 31, 2005 (the “Second Payment”).  Each of January 30, 2004, and January 31, 2005, is a “Payment Date”.


 


3.           Requirements for
Payment.


 


(a)      In order to receive either
payment contemplated under Section 2 of this Agreement, the Officer must be an
officer of the Corporation on the applicable Payment Date.


(b)     For purposes of this
Agreement, an officer of the Corporation is an Officer:  who has been duly elected by the Board of
Directors of the Corporation; who is on the active payroll of the Corporation
on a Payment Date; and, who is not on a management leave of any type
whatsoever.


 


4.           Change in Control.  In the event of a Change in Control or Potential
Change in Control of the Corporation, 100% of the Cash Retention Bonus (less
any amount of such bonus previously paid) will be paid on a date established by
the Board of Directors of the Corporation.


 


5.           Elective Deferrals.   The Officer may elect to defer the receipt
of First Payment and/or the Second Payment pursuant to the AMR Corporation
Executive Deferral Plan (or its successor).


 


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6.           Transfer
Restrictions.  The Cash Retention
Bonus is non-transferable other than by will or by the laws of descent and
distribution, and may not be assigned, pledged or hypothe­cated and will not be
subject to execution, attachment or similar process.  Upon any attempt by the Officer to effect any such disposition,
or upon the levy of any such pro­cess, this Agreement will be null and void.


 


7.           Miscellaneous.  This Agreement will be binding upon and
inure to the benefit of any successor of the Corpora­tion.  The laws of the State of Texas will govern
this Agreement.  The Corporation and the
Officer each submits to the exclusive jurisdiction of the appropriate state
court for Tarrant County, Texas, or the United States District Court for the
Northern District of Texas (Fort Worth Division) for any legal proceedings that
relate to this Agreement.  This
Agreement may not be amended without the written consent of both the
Corporation and the Officer.  This
Agreement does not grant nor imply any right by the Officer to remain in the
employ of the Corporation.  The Officer agrees
that Corporation may withhold applicable taxes from any payment made under this
Agreement.


 


8.           Definitions.  Capitalized terms not otherwise defined
shall have the meanings set forth for such terms in the l998 Long Term
Incentive Plan, as amended.


 


The Officer and Corporation hereby set forth their signatures to this
Agreement as of the date first written above.


 


 


	
  OFFICER

  	
   

  	
  AMERICAN AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


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Schedule A


 


Cash Retention Bonus


 


Cash Retention Bonus:   
$[insert]


 


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The Cash Retention Bonus detailed in Schedule A is two times base
salary for the following officers:


 


Donald J. Carty


Gerard J. Arpey


Daniel P. Garton


Jeffrey C. Campbell


Gary F. Kennedy


William K. Ris, Jr.


 


The Cash Retention Bonus detailed in Schedule A is 1.5 times base
salary for the following officer:


 


Charles D. MarLett


 


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