US Airways 2004 Annual Report Download - page 321

expressly set forth in this Agreement, the terms of Parker's awards under the
LTIP will be governed in accordance with the terms of the LTIP, as in effect
from time to time.
3.3 STOCK INCENTIVE AWARDS
Parker shall be granted equity-based incentive awards, including
stock options and restricted stock awards, commensurate with his status as the
most senior executive officer of the Employers pursuant to the Incentive Equity
Plans, at such time or times as equity-based incentive grants are made to other
senior executives of the Employers as a group (but excluding special grants
associated with or attributable to new hires, promotions and other individual
retention decisions). Parker acknowledges that the decision to make such awards
to senior executives of the Employers generally shall be made by and in the sole
discretion of the Compensation and Human Resources Committee, or such other
committee as may be appointed by the Board with such authority.
3.4 OTHER INCENTIVE COMPENSATION AND BENEFITS
In addition to the incentive and equity compensation that Parker
becomes entitled to receive under Sections 3.2 and 3.3 above, Parker shall be
granted additional grants of equity compensation and other annual and long-term
incentive compensation, commensurate with his status as the most senior
executive officer of the Employers at such time or times as such awards are made
to other senior executives of the Employers as a group (but excluding special
grants associated with or attributable to new hires, promotions and other
individual retention decisions). Parker acknowledges that the decision to make
such grants or awards to senior executives of the Employers shall be made by and
in the sole discretion of the Compensation and Human Resources Committee, or
such other committee as may be appointed by the Board with such authority.
3.5 LIFE INSURANCE
During the Employment Period, Employers agree to maintain, at all
times and without premium cost to Parker, a term life insurance policy on the
life of Parker in the amount of $2 million, the proceeds of which, in the event
of Parker's death, shall be payable to one or more beneficiaries designated by
Parker or, in the absence of any such designation, to his estate. Such policy
shall be issued by a solvent insurance company reasonably acceptable to Parker.
3.6 OFFICE SPACE; STAFFING; SERVICES
During the Employment Period, Employers shall provide Parker with
office space, secretarial and other support staff and administrative services
necessary to enable Parker to perform his duties and responsibilities under this
Agreement and as appropriate for a senior executive of Parker's status.
3.7 BUSINESS EXPENSES
Each Employer shall, in accordance with the rules and policies that
it may establish from time to time for senior executives, reimburse Parker
(without duplication) for business expenses reasonably incurred in the
performance of Parker's duties hereunder. It is
8.