SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.37
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment Number Two, dated as of May 23, 2000, to the Employment Agreement dated as of February 6, 1996 (the "Agreement") between US Airways, Inc., a Delaware corporation (the "Company"), and Xxxxxxxx X. Xxxxx (the "Executive") is entered into as of the date first stated above.
WHEREAS, the Board believes it is important to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened change of control of the Company and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending change of control, and to provide the Executive with compensation and benefits arrangements upon a change of control which ensure that the compensation and benefits expectations of the Executive will be satisfied; and
WHEREAS, the Board believes it to be in the best interests of the Company to amend the Agreement to achieve the aforementioned objectives;
NOW, THEREFORE, the following amendment is hereby made to the Agreement:
1. Section 1(c) of the Agreement is hereby amended by inserting, after the phrase "third anniversary of such date" in clause (1) thereof, the following:
"(or, in the event of the occurrence of a Change of Control under Section 2(c) below, the third anniversary of the consummation of the reorganization, merger or consolidation the shareholder approval of which constituted a Change of Control)."
EXECUTIVE
/s/ Xxxxxxxx X. Nagin_______
Xxxxxxxx X. Xxxxx
Executive Vice President, Corporate
Affairs and General Counsel
US AIRWAYS, INC.
/s/ Xxxxxxxx X. McGarey_______
Xxxxxxxx X. XxXxxxx
Secretary and Assistant General
Counsel
US AIRWAYS GROUP, INC.
/s/ Xxxxxxxx X. McGarey_______
Xxxxxxxx X. XxXxxxx
Secretary