US Airways 2006 Annual Report Download - page 259

(6) Compliance with Code Section 409A. Any payments under this subsection that are subject to the provisions of Code Section 409A shall be made in
accordance with those provisions, including the delay of at least six (6) months for any severance payments if applicable.
(b) Protected Benefits. Notwithstanding any other provision of this Agreement, if the Executive's termination of employment for any reason follows
the fifth anniversary of the Executive's date of employment with the Company, the Executive shall be entitled to:
(1) Continuation of travel privileges on the same basis as such benefits were provided to the Executive on the date prior to the termination of
employment, or if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter, with such travel privileges to continue for
the life of the Executive;
(2) Continuation of health insurance benefits in the Company's health insurance program (as the same may change from time to time) until the
Executive reaches age 65 provided that the Executive continues to pay monthly premiums at the same time and at the same premium rate applicable to active
employees; and provided further, however, that if the Executive should become eligible for health insurance through a subsequent employer, the Company's
provision of such benefits shall be secondary to the benefit coverage of the subsequent employer;
(3) a lump sum cash payment in the amount of $70,180, representing the present value of post-age 65 lifetime medical benefits in lieu of those
benefits, and
(4) a lump sum cash payment equal to the difference between the value of the accrued and unused vacation that was paid to the Executive at the end
of the year 2000 and the value that such accrued and unused vacation would have been if calculated at his current rate of Base Salary as of the Date of
Termination.
ARTICLE VII
CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY
7.1 Gross-Up Payment. In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments
required under this Section), including, but not limited to, any amounts in respect of (i) options to acquire shares of common stock and (ii) restricted shares of
common stock) (a "Payment"), would be subject to the excise tax imposed by Section 4999 (or any successor provision thereto) of the Code or any interest or
penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise
Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of
all taxes (including any interest or penalties imposed with respect to such taxes),
CRELLIN EMPLOYMENT AGREEMENT Page 13