US Airways 2006 Annual Report Download - page 248

1.4 Base Salary shall mean the basic rate of pay and does not include any additional compensation in the form of benefits or perquisites and does not
include any reductions to the basic rate of pay.
1.5 Board shall mean the Board of Directors of Group or the Board of Directors of the Company, as applicable.
1.6 Cause shall mean:
(a) willful and continued failure to substantially perform his duties with the Company within fifteen (15) days after a written demand for substantial
performance is delivered to the Employee which identifies the manner in which the Company believes that the Employee has not substantially performed his
duties;
(b) unlawful or willful misconduct which is economically injurious to, or injurious to the reputation or good will of, the Company or to any entity in
control of, controlled by or under common control with the Company (and its successors);
(c) indictment for or conviction of, or a plea of guilty or nolo contendere, to a felony charge;
(d) habitual drug or alcohol abuse that impairs the Employee's ability to perform the essential duties of his position; or
(e) embezzlement, fraud or any other illegal act against the Company or any illegal act committed in connection with the Executive's performance of his
duties.
1.7 Change of Control shall mean the occurrence of any of the following events on or after the Effective Date of this Agreement:
(a) Acquisition of Substantial Percentage. The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 ("the 1934 Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 30% or
more of either (i) the then outstanding shares of common stock of the Company's parent, US Airways Group, Inc. ("Group")(the "Outstanding Group
Common Stock") or (ii) the combined voting power of the then outstanding voting securities of Group entitled to vote generally in the election of directors
(the "Outstanding Group Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control:
(1) any acquisition directly from Group;
(2) any acquisition by Group or any of its subsidiaries;
(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Group or any of its subsidiaries;
CRELLIN EMPLOYMENT AGREEMENT Page 2