Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment dated as of March 31, 2003, to the Employment
Agreement dated March 11, 2002 (the "Agreement"), between US Airways, Inc., a
Delaware corporation (the "Company"), and Xxxxx X. Xxxxxx (the "Executive") is
entered into as of the date first stated above.
WHEREAS, the Company and the Executive have previously entered into the
Agreement; and
WHEREAS, the Company and the Executive desire to amend the Agreement as
set forth herein.
NOW THEREFORE, the following amendments are hereby made to the
Agreement:
1. Section 2 of the Agreement is hereby amended by the addition of the
following language at the end thereof:
"Notwithstanding the foregoing provisions of this Section 2, no `Change
of Control' shall be deemed to have occurred in connection with
transactions under the Retirement Systems of Alabama investment
agreement dated September 26, 2002, as amended, or in connection with
the Company's emergence from bankruptcy."
2. Section 4(b)(vi) of the Agreement is hereby amended by adding the
following new sentence at the end thereof:
"Without limiting the generality of the foregoing, effective January
15, 2003 the travel privileges provided to the Executive shall include
the right to receive annually during the Employment Period positive
space travel for otherwise non-eligible family members and unrelated
persons and a tax gross up on the value of such travel subject to a
$25,000 annual maximum on the tax gross up amount."
3. Section 5(d) of the Agreement is hereby amended by eliminating the
word "or" at the end of Section 5(d)(v), by substituting "; or" for the period
at the end of Section 5(d)(vi), and by the addition of the following as Sections
5(d)(vii) and 5(d)(viii):
"(vii) any relocation of the Company's corporate headquarters outside
of the Washington, D.C. metropolitan area; or
"(viii) the termination by the Executive of his own employment during
the period starting on the first anniversary of the date the Company
emerges from bankruptcy (the `Emergence Date') and ending on the last
day of the thirteenth complete month following the Emergence Date (the
`Emergence Window Period'); provided, however, that a `Good Reason'
termination pursuant to this Section 4(d)(viii) shall be treated as a
termination prior to a Change in Control for purposes of Section 6
hereof."
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4. Section 6(d)(1)(i)(C) is amended in its entirety to read as follows:
"the product of (x) three and (y) the sum of (i) the Highest Base
Salary and (ii) the Executive's "target bonus" under the Incentive
Compensation Plan for the year in which termination occurs; and"
US AIRWAYS, INC.
By /s/ Xxxxxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxxxxx X. XxXxxxx
Title: Vice President,
Deputy General Counsel &
Secretary
EXECUTIVE
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
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