US Airways 2004 Annual Report Download - page 312

EXHIBIT 10.51
DIRECTOR BENEFITS AND COMPENSATION
AMERICA WEST HOLDINGS CORPORATION (AWHC) AND AMERICA WEST AIRLINES, INC. (AWA)
1. CASH COMPENSATION OF NON-EMPLOYEE DIRECTORS. Non-employee directors receive
an annual $20,000 retainer, $1,000 per meeting attended, $10,000 per year for
chairing the Audit Committee and $4,000 per year for chairing all other Board
committees.
2. FLIGHT BENEFITS FOR DIRECTORS. Positive-space travel on America West Airlines
and America West Express is provided to directors of AWHC and AWA and their
eligible dependents, and cash payments are made to federal and state tax
authorities on behalf of each director to cover tax liability on the value of
travel benefits.
3. STOCK BASED COMPENSATION FOR NON-EMPLOYEE DIRECTORS. Under AWHC's 2002
Incentive Equity Plan, non-employee directors receive an annual grant of options
to purchase 10,000 shares of the AWHC's Class B Common Stock. In addition, each
non-employee director automatically receives upon the date of initial election
or appointment options to purchase 10,000 shares of the AWHC's Class B Common
Stock.
4. CHARITABLE AWARD PROGRAM. All directors are invited to participate in a
charitable award program. Under this program, upon the death of a participant,
AWHC will donate $1 million to one or more qualifying charitable organizations
chosen by the participant. The donations will be substantially funded by life
insurance proceeds from policies maintained by the AWHC on the lives of each
participant. Individual directors will derive no direct financial benefit from
this program because all insurance proceeds are paid and all tax deductions for
the charitable contributions accrue solely to AWHC.
5. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE AND INDEMNIFICATION. AWHC has a
policy which provides liability insurance for directors and officers of AWHC and