US Airways 2007 Annual Report Download - page 1190

You, your spouse or authorized domestic partner, and your dependent children will become ineligible to participate in the Directors Travel Program, and you,
your spouse or authorized domestic partner, and your dependent children will forfeit the right to all benefits thereunder, if any of you becomes an employee,
director, 10 or more percent stockholder of, or partner in, or, without the written consent of the Company's chief executive officer, a consultant to, any airline
or company which intends to form an airline that operates or proposes to operate jet aircraft to carry passengers in United States domestic transportation (a
"Prohibited Entity"). Eligibility to participate in the Directors Travel Program will be reinstated at such time as your, your spouse's or domestic partner's, or
you dependent children's employment or relationship with the Prohibited Entity is terminated.
Obligations of Successors
Upon the occurrence of any Transaction (as defined below), any successor to the Company or US Airways, Inc. ("US Airways") or their assets shall be
obligated to continue the benefits to be provided pursuant to the section "Director Resignation" above. Such benefits shall be provided across the successor's
combined airline system, and in the successor's flight club(s) and at the highest status level of the successor's frequent flyer program following the
Transaction.
The Company shall not consummate any Transaction unless any successor to the Company or US Airways or their assets has entered into a written agreement
for the benefit of the Directors pursuant to which it has expressly assumed the performance of the obligations described in the preceding paragraph.
For purposes of this letter agreement, a "Transaction" means the occurrence of any of the following:
(a) within any 12-month period, the individuals who constitute the Board at the beginning of such period (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this
Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of the directors
then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or
(b) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than the Company or US Airways, acquires (directly or indirectly) the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then outstanding voting securities of the
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