US Airways 2004 Annual Report Download - page 278

EXHIBIT 10.48
EXECUTIVE CHANGE IN CONTROL AND
SEVERANCE BENEFITS AGREEMENT
(VICE PRESIDENTS AND OFFICERS OF EQUAL RANK)
This EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENT (the
"Agreement") is entered into as of the _____ day of _____, 2004 (the "Effective
Date"), by and among ______________ ("Executive"), AMERICA WEST HOLDINGS
CORPORATION, a Delaware corporation ("Holdings"), and AMERICA WEST AIRLINES,
INC., a Delaware corporation and a wholly-owned subsidiary of Holdings ("AWA"
and, together with Holdings, the "Company").
WHEREAS, Executive is currently employed by the Company and has made and is
expected to continue to make major contributions to the short- and long-term
profitability, growth and financial strength of the Company;
WHEREAS, the Company wishes to provide additional inducement for the
Executive to remain in the ongoing employ of the Company; and
WHEREAS, this Agreement is intended to supersede any other policy, plan,
program or arrangement relating to severance benefits payable by the Company to
Executive, including without limitation, any prior Executive Change in Control
and Severance Benefits Agreementsby and among Executive, Holdings, AWA and The
Leisure Company (collectively, the "Prior Agreement") and the America West
Holdings Corporation Executive Perquisites and Benefits policy as it relates to
such severance benefits.
ARTICLE 1
DEFINED TERMS
For purposes of the Agreement, the following terms are defined as follows:
1.1 "BASE SALARY" means Executive's annual base salary as in effect during
the last regularly scheduled payroll period immediately preceding the effective
date of Executive's termination (i) by the Company for any reason other than
Misconduct or Disability, or (ii) by Executive for Good Reason.
1.2 "BOARD" means the Board of Directors of Holdings.
1.3 "CHANGE IN CONTROL" means one or more of the following events:
(A) the individuals who, as of the Effective Date, 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 Effective Date
whose election, or
1.