US Airways 2006 Annual Report Download - page 254

foregoing, the Company and the Executive have agreed to reductions to the Base Salary, which will result in the Executive receiving an annual Reduced Base
Salary of $317,475. Base Salary and Reduced Base Salary shall be reviewed at least annually by the Human Resources Committee of the Board and may be
increased from time to time based upon performance.
4.2 Emergence Cash Bonus. Upon the earlier of (a) the date of emergence of Group and the Company from protection of the U.S. Bankruptcy Court, or
(b) December 31, 2005, if the Executive remains employed on such earlier date, the Company may, at its discretion, provide the Executive a cash bonus in an
amount to be determined by the Human Resources Committee.
4.3 Equity Incentives.
(a) Restricted Stock Award. If the Executive remains employed by the Company at the time of emergence of Group and the Company from protection
of the U.S. Bankruptcy Court, the Company may, in its discretion, grant to the Executive shares of Restricted Stock under the terms of the Company's 2004
Omnibus Stock Incentive Plan (the "Omnibus Plan") or any successor plan, in an amount to be determined by the Human Resources Committee. This grant of
Restricted Stock shall be made effective as of the date of emergence and shall vest and become transferable as follows: 50% of the Restricted Stock shall
become vested and nonforfeitable as of the date of grant, and 25% of the Restricted Stock shall become vested and nonforfeitable on each of the next two
anniversaries of such date of emergence.
(b) Stock Option Grant. If the Executive remains employed by the Company at the time of emergence of Group and the Company from protection of the
U.S. Bankruptcy Court, the Company may, in its discretion, grant to the Executive a nonqualified stock option for shares of the Company's common stock,
under the terms of the Company's 2004 Omnibus Stock Incentive Plan or any successor plan, in an amount to be determined by the Human Resources
Committee. This stock option shall be granted effective as of the date of emergence, shall have a per share exercise price equal to the per share fair market
value of the common stock on the date of grant, and shall become exercisable as follows: 50% of the nonqualified stock option shall become exercisable as of
the date of grant, and 25% of the nonqualified stock option shall become exercisable on each of the next two anniversaries of such date of emergence.
(c) Future Grants and Awards. The Executive shall remain eligible to receive future grants and awards of restricted stock, options or any other equity-
based grants or awards as may be made under the terms of the Omnibus Plan or any successor plan, as may be determined from time to time by the Human
Resources Committee. Following a Change of Control, the Executive shall receive equity-based grants and awards at a level comparable and with vesting and
exercisability comparable to any regular and normal course grants and awards made to other Key Employees of the Company.
CRELLIN EMPLOYMENT AGREEMENT Page 8