Exhibit
10.57


 


CONSULTING AGREEMENT


 


This Consulting Agreement (this “Agreement”) is
entered into by and between Michael W. Gunn (“Consultant”) and American
Airlines, Inc., a Delaware corporation (the “Company”) as of the 17th
day of September, 2002.


 


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 professional services at the Company’s request
as described on Schedule A attached hereto (the “Services”).   Unless earlier terminated in accordance
with the terms of this Agreement, the Services will be provided for the period
beginning September 17, 2002 and ending on September 17, 2003 (the
“Term”).  For the Services, Consultant
will be paid a monthly fee of $43,333.33 for the first two months and then
$19,166.67 for the remaining ten months. 
In addition, Consultant will receive the additional benefits set forth
in Schedule B over the Term of the Agreement.


 


2.                                       Time
Devoted by Consultant.  Consultant
will perform the Services from September 17, 2002 until November 17, 2002 on a
full-time basis.  Full-time is defined
as efforts commensurate with that of elected officers of the Company.  From November 17, 2002 until September 17,
2003 Consultant agrees to endeavor to be available for consultation upon a
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.


 


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4.                                       Independent
Contractor.  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.


 


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. 
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.  Consultant may not
publish or otherwise disclose, whether orally or in writing, that the Company
is a client or is utilizing his services without obtaining the Company’s prior
written consent.


 


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


 


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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.  Consultant hereby agrees to indemnify and
hold harmless the Company, its Officers, directors, employees and agents (“the
Company Indemnified Parties”), 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 Company Indemnified Parties as a direct or
indirect result of Consultant’s performance of, or failure to perform, his
obligations under this Agreement, or Consultant’s negligent or willful
misconduct in his performance 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 the Company’s performance of, or failure to perform, its
obligations under this Agreement, or the Company’s negligent or willful
misconduct in its performance hereunder.


 


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 covenants and represents it is now and will continue
to be for the Term, in compliance with any registration, qualification and license
requirements which are or may become necessary in order for the Consultant to
perform fully and legally the duties contemplated hereunder.


 


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 it represents, advises, gives advice to
or otherwise consults with, any person, corporation, partnership or other
entity during the Term it will notify the Company to whom the services are
being provided.  In any instance
Consultant will be bound by the Confidentiality section previously outlined in
this agreement.


 


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10.                                 Right
to Audit.  Consultant will keep
complete records and accounts from which may be determined the actual cost of
Services provided 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
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:

  
	
   

  	
   

  
	
  Michael W. Gunn

  	
  American Airlines, Inc.

  
	
  318 Steeplechase Drive

  	
  4333 Amon Carter Blvd., MD5675

  
	
  Irving, TX 75062-3819

  	
  Fort Worth, TX 76155

  
	
   

  	
  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.  Either the Consultant or the Company can
terminate this agreement before the end of the Term with 30 days advance
written notice.  The termination of this
agreement will also cancel all Consultant benefits outlined in Schedule B of
this agreement as of the date of termination.


 


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.


 


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


 


	
  Consultant

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Michael W.
  Gunn, an individual

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMERICAN AIRLINES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Donald J.
  Carty

  	
   

  
	
   

  	
  Title: Chairman
  & CEO

  	
   

  



 


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Schedule
A


 


SERVICES


 


Description
of Services:


 


Consultant
will provide services relating to Advertising and Brand issues as requested by
American management.


 


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Schedule
B


 


BENEFITS


 


The
Company will continue to provide an automobile allowance for Consultant.


 


Continued
use of club memberships while providing Services.


 


Eighteen
months of COBRA insurance for both Consultant and spouse will be provided at
the Company’s expense.


 


Parking
privileges at Headquarters, and Dallas/Fort Worth Airport consistent with those
provided to elected Officers of the Company.


 


Continued
access to SABRE and the Company’s email service.


 


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September 16, 2002


 


Michael W. Gunn


 


Effective upon your
retirement of September 17, 2002, a special Severance Package will be made
available to you by American provided you agree to the terms of this
Agreement  (“Agreement”).


 


I.                                         The following Agreement is between
American Airlines, Inc.  (“American” or
the “Company”) and Michael W. Gunn (“Employee”, “you”, “your” or “I”).


 


In consideration for your
agreeing to these terms, as described below, American will provide you with the
benefits and privileges described within this Agreement.


 


•                  Payroll
Status


 


Your last day worked will be September 16, 2002 and
you will remain on active payroll through that date.


 


On September 17, 2002,
you will retire with all applicable benefits and privileges then in effect.


 


•                  Stock Awards


 


i.             Stock Options


 


You may continue to exercise any stock options that
are vested.  All unvested options will
continue to vest into retirement according to their original vesting
schedule.  You may continue to exercise
these options through the original ten-year term of each grant.


 


ii.          Performance Shares


 


Vesting of your shares in the 2000-2002, 2001-2003,
and 2002-2004 Performance Share Plans will discontinue as of September 16,
2002.  In accordance with the terms of
these plans, and contingent upon AMR Corporation meeting its specified
performance objectives, you will receive a pro-rata portion of the shares
previously granted to you.  Shares will
be awarded in April following the end of the measurement period.


 


iii.       Career Equity


 


Vesting of your remaining
career equity shares will be accelerated and you will receive the balance of
the shares originally granted to you. 
These shares will become immediately payable upon retirement, September
17, 2002.


 


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iv.      Brokerage Commissions


 


American will pay the brokerage commissions on any
stock options you exercise through American’s preferred broker (currently
Deutsche Banc Alex. Brown) through September 16, 2002.  After that time you will be responsible for
paying commissions on any options exercised.


 


v.         Stock Transactions


 


Please confer with
Chuck Marlett regarding any planned stock transactions.  He will be able to give you further
information as to any constraints or disclosure requirements surrounding any
such transactions.


 


•                  Incentive
Compensation


 


You will be eligible to receive an award under the
2002 American Airlines Incentive Compensation Plan.  This award will be based on your 2002 eligible earnings through
September 16, 2002.


 


•                  Pension
Benefit


 


Your pension benefits will be payable from two sources
– the Retirement Benefit Plan (RPB) and the Supplemental Executive Retirement
Program (SERP).  The RPB will be
calculated with an unreduced benefit at age 60 and a four-year Final Average of
Earnings.


 


Additionally, on your retirement date of September 17,
2002, you will receive a grant of two additional years of age and three
additional years of credited service. 
These considerations will be funded through the SERP lump sum payment
due to qualified plan limitations.  In
addition, your SERP benefit will be calculated using a 5.39% ‘locked-in’ GATT
interest rate.


 


•                  Special
Payments


 


You will receive a severance payment of $1,040,00 on
September 17, 2002 which represents two times your annual base salary.  Additionally, you will receive a payment for
your unused 2002 and accrued vacation for 2003.  This will also be paid in a lump sum.


 


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•                  Travel


 


At retirement, you will be issued retiree A2 travel
privileges for you and your spouse, and an UATP card that can be used only for
personal travel on AA, TWA, or American Eagle.


 


Travel purchased with the UATP card will be imputed
income.  In January of each year the
Company will send you a 1099-MISC that reflects as “income” the value of the
travel purchased in the prior year. 
Along with the 1099-MISC American will send you a check to pay the taxes
on the travel.


 


In addition upon
retirement, a parking permit will be provided for parking at McCarran
International Airport.


 


All travel is covered by current and future policies
regarding American’s  Employee Travel
Program including the TRIP Book and subsequent revisions.  By signing this Agreement, you acknowledge
that you understand and agree to American’s policy which prohibits you from
retaining travel privileges if you work for a competitor as defined in the fact
sheet or do not comply with the rules governing the Employee Travel Program.


 


•                  Benefits


 


Beginning September 17,
2002, you will be eligible for retiree group life and health coverage in
accordance with American’s policy.


 


However, American will provide COBRA coverage for you
and your spouse for eighteen months beyond retirement.  Eighteen months after retirement, you will
be covered in accordance with American’s retiree group life and health program.


 


•                  Split Dollar
Life Insurance


 


The Company will pay the
remaining premiums on the policy.  In
addition, the Company will coordinate with Benefit Service Company (BSC) to
provide detailed outlines of the options available to release the policies to
you.


 


If you decide to leave
the policies in place, you agree to authorize that policy dividends be used to
pay premiums in accordance with policy provisions and current practice.  Upon death or reaching 65, whichever occurs
first, the Company will recover the amount of premiums previously paid in your
behalf and release the policy to you or your beneficiary.


 


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•                  Consulting
Services


 


Effective September 17,
2002, you will provide consulting services related to Advertising and Brand
issues for one year.  You will be paid
at your current annual rate from September 17th through November 17th
($86,666.66 for two months) and thereafter for the next ten months at an annual
rate of $230,000 or $191,666.66 for ten months.  In summary, your consulting services will be paid monthly over
the next twelve months starting from September 17, 2002.


 


During your consulting period, the Company will
provide for DFW parking, use of a cellular phone, your current club
memberships, and use of an automobile (refer to the Club Memberships and
Automobile sections).  At the end of
your consulting period, these benefits will cease.


 


•                  Club
Memberships


 


You will receive an honorary lifetime Admirals Club
membership.


 


In addition, you may continue use of your clubs (The
Sports Club, LaCima Club, and Lake Las Vegas Southshore) through September 17,
2003.  The Company will continue to pay
your monthly club dues during this timeframe. 
Any reimbursed dues will continue to be imputed to you as income.  You will continue to be responsible for
payment of all other fees and expenses associated with the use of these
clubs.  Should you fail to pay
miscellaneous expenses associated with the clubs, American Airlines will have
the option to discontinue your membership.


 


•                  Automobile


 


The Company will provide
the use of an automobile during your consulting agreement period.  At the end of your consulting agreement, you
will have the option to purchase the vehicle. 
In the event you elect not to purchase the automobile, it must be
returned to American on September 17, 2003.


 


•                  Equipment


 


You will be able to keep
office equipment in your home for personal use after the consulting
period.  However, the cellular phone
must be returned to American on or before September 17, 2003.


 


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II.                                     In
return for the benefits listed in this Agreement, I agree to release American
as follows:


 


I agree, on behalf of myself and all of my heirs or
personal representatives, to release American, its parent AMR Corporation, all
subsidiaries of either, and all of their present or former officers, directors,
agents, employees, employee benefit plans and the trustees, administrators,
fiduciaries and insurers of such plans, from any and all claims for relief of
any kind, whether known to me or unknown, which in anyway arise from or related
to my employment or the termination of my employment at American and which
concern events occurring at any time up to the date of this Agreement,
including, but not limited to, the Age Discrimination in Employment Act, Title
VII of the Civil Rights Act of 1964, Americans with Disabilities Act, Worker
Adjustment and Retraining Notification Act, Equal Pay Act, Older Workers
Benefit Protection Act, and Employee Retirement Income Security Act or under
any other applicable federal, state or local laws or ordinances.


 


III.                                 While
I understand that I have had the following obligations since I began my
employment with American, I confirm that I shall not disclose any trade secret
or confidential or restricted information of American or any other AMR
Corporation subsidiary and shall not make use of such trade secrets or
confidential or restricted information in any fashion at any time.  I agree not to solicit current employees of
the Company or of other subsidiaries of AMR Corporation to join me at any place
of employment after my employment with the Company ceases.


 


I agree to cooperate fully in the defense of any
claims made against American or any other AMR Corporation subsidiary where I
have knowledge, including meetings, depositions and trial.


 


Further I agree not to
testify against the Company except were required by law.  I understand that while I am receiving any
benefit or privilege from the Company I am bound by the conflict of interest
provisions of American’s regulations as amended.


 


IV.                                 This
agreement does not constitute an admission of any kind by American, but is
simply an accommodation which offers certain extra benefits to which I would
not otherwise be entitled in return for my agreeing to and abiding by this
document.  I further understand and
agree that if I do not comply with a material term or condition of this
agreement, I automatically forfeit all these extra benefits.  If I breach this Agreement, including
bringing suit for claims accruing prior to the execution of the Agreement,
after receiving any of these benefits, I agree that I immediately will return
those benefits to American.  In any
action brought to enforce any provision of this Agreement, if American is the
prevailing party, it shall recover its reasonable costs of enforcement
including, but without limitation to, costs and reasonable attorney fees
incurred, in addition to any other relief granted.


 


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I understand that the
terms of this Agreement may be temporarily suspended in the event of a Force
Majeure affecting American or any of its subsidiaries (including its parent,
AMR Corporation).  Such events may
include but are not limited to an act of God, war or civil disorder, labor
dispute, lockout strike, work stoppage or the grounding of all or a substantial
portion of the Company’s fleet.  For
purposes of this paragraph it is agreed that this Agreement will be temporarily
suspended only upon such a suspension being enacted with regard to similar
benefits being paid to other executives (current or retired, as applicable) at
the Company.


 


I understand that I have 21 days from the date of this
document to consider this Agreement and have been advised by American to
consult with an attorney and/or tax consultant if I so desire.  I further agree not to voluntarily make the
terms and conditions or the circumstances surrounding this Agreement known to
anyone other than the attorney and/or tax consultant from whom I receive counseling,
as referred to above, or if I am married to my spouse.  However, before disclosing such information
to these individuals, I will first obtain their agreement not to disclose such
information.  If any provision is
breached, I understand that I will be required to return to the Company the consideration
given to me.


 


I understand that once I
sign this Agreement, I will then have seven days to cancel it in writing if I
so choose.  However, if I elect to
cancel this Agreement, I understand I will not be entitled to any of these benefits.  I realized this agreement is not effective
or enforceable until the seven-day period expires.


 


I agree that any changes to this Agreement, whether material or
immaterial, will not restart the 21 days I have to consider this
Agreement.  I understand that this agreement
is governed by the laws of the State of Texas.


 


I agree that I will not file a claim, demand or suit against American
subsequent to my execution of this Agreement, except to enforce this Agreement
in accordance with its terms.


 


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I am entering into
this Agreement freely and voluntarily and I am satisfied that I have been given
sufficient opportunity to consider it. 
I have carefully read and understand all of the provisions of this
agreement.  I understand that it sets
forth the entire Agreement between American and me, and I represent that no
other statements, promises, or commitments of any kind, written or oral have
been made to me by American to cause me to accept it.  I acknowledge acceptance of this Agreement by my signature below:


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Michael W. Gunn

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to and
  accepted on behalf of American Airlines, Inc.:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sue Oliver

  	
  Date

  
	
  Sr. Vice
  President – Global Human Resources

  	
   

  
	
  American
  Airlines, Inc.

  	
   

  



 


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