US Airways 2003 Annual Report Download - page 179

effect on the last day of the preceding 12-month period. During the Change of Control Period, base salary shall be reviewed at least annually and shall
be increased at any time and from time to time as shall be substantially consistent with increases in base salary awarded in the ordinary course of
business to other Key Employees of the Company and its subsidiaries. Any increase in base salary shall not serve to limit or reduce any other obligation
to the Executive under this Agreement. Base salary shall not be reduced after any such increase. Base salary under Section 4(b)(i) shall hereinafter be
referred to as the "Base Salary".
(ii) Annual Bonus. In addition to Base Salary, the Executive shall be awarded, for each fiscal year during the Change of Control Period, an annual
bonus as shall be determined by the Board or its Human Resources Committee in accordance with the Incentive Compensation Plan as approved by the
Group Board of Directors or other annual bonus plan hereafter approved by the Board ("Incentive Plan"). The annual bonus under Section 4(b)(ii) shall
hereinafter be referred to as the "Annual Bonus".
(iii) Incentive, Savings and Retirement Plans. In addition to Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall
be entitled to participate during the Change of Control Period in all incentive (including but not limited to the Long Term Incentive Plan and all stock
incentive plans), savings and retirement plans, practices, policies and programs applicable to other Key Employees, in each case providing benefits
which are at least as favorable as the most favorable of such plans, practices, policies and programs in effect at any time during the 90-day period
immediately preceding the Change of Control Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time
thereafter with respect to other Key Employees.
(iv) Welfare Benefit Plans. During the Change of Control Period, the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs applicable to other Key
Employees (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs), in each case providing benefits which are at least as favorable as the most favorable of such plans,
practices, policies and programs in effect at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable
to the Executive and/or the Executive's family, as in effect at any time thereafter with respect to other Key Employees.
(v) Expenses. During the Change of Control Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its subsidiaries applicable at
any time on or after the Effective Date to other Key Employees of the Company and its subsidiaries.
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