US Airways 2004 Annual Report Download - page 320

2.3 PLACE OF EMPLOYMENT
Parker's place of employment hereunder shall be at Holdings'
principal executive offices.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1 BASE SALARY
(a) For services rendered by Parker under this Agreement, Employers
shall pay to Parker an annual cash base salary ("BASE Salary") in the amount
(subject to adjustment as provided in paragraph (b) below) of $550,000 effective
from and after the date of execution of this Agreement and for the remainder of
his employment hereunder. The Base Salary shall be payable as earned during the
Employment Period at such time and in such manner consistent with the Employer's
payroll practices for other senior executives.
(b) The Base Salary shall be reviewed at least annually at such time
or times as the salaries of other senior executives of the Employers as a group
are reviewed commencing in February 2004, and may be increased, but not
decreased, by the Compensation and Human Resources Committee of the Board (or
such other committee as may be appointed by the Board with such authority) at
any time or from time to time as such committee may deem appropriate.
3.2 INCENTIVE COMPENSATION AWARDS
(a) With respect to each full or partial fiscal year occurring
during the Employment Period, beginning with the fiscal year ending December 31,
2003, Parker shall be eligible to receive in addition to the Base Salary an
annual incentive compensation award (the "ANNUAL AWARD") for services rendered
during such full or partial fiscal year, subject to the terms and conditions of
the Employers' annual incentive compensation plan as in effect from time to
time. The amount of the Annual Award, if any, with respect to any fiscal year
shall be based upon performance targets and award levels determined, in
consultation with Parker, by and in the sole discretion of the Board, the
Compensation and Human Resources Committee or such other committee as may be
appointed by the Board with such authority, in accordance with the Employers'
annual incentive compensation plan as in effect from time to time; provided,
however, that for each fiscal year the target award levels with respect to
Parker shall be established in such a manner as to provide Parker with the
opportunity to earn an Annual Award of at least 80% of his Base Salary, assuming
performance at the target level, and a maximum Annual Award opportunity of 160%
of his Base Salary, assuming performance at an extraordinary level in excess of
the target level, for such fiscal year (pro rated for any partial fiscal year).
(b) With respect to the LTIP, the parties acknowledge and agree that
during the Employment Period, Parker will participate in each "Performance
Cycle" and "Transition Performance Cycle," as such terms are defined in the
LTIP, that commences under the LTIP at the award level applicable to the Chief
Executive Officer of AWA. Except as otherwise
7.