Employment Agreement - US Airways Inc. and Neal S. Cohen
July 25, 2002
Mr. Neal S. Cohen
Deephaven, MN 55391
Dear Neal:
As you know, US Airways, Inc. (the "Company") is implementing a financial
restructuring designed to significantly reduce its operating costs (the "2002
Restructuring Program"). Part of the 2002 Restructuring Program involves changes
in the compensation and benefits programs of all employees, including officers.
Specifically, pursuant to this 2002 Restructuring Program:
1. your salary will be reduced by 17%;
2. your vacation time will be reduced by one week during the first year of the
program and will be capped at a maximum of 5 weeks thereafter;
3. annual sick leave accrual will be reduced from 12 to 11 days by eliminating
the accrual for August;
4. US Airways' health plan coverage will be changed to one national medical
PPO and dental plan and your contribution rate for such plans will be
established by the Company and may be increased from time to time;
5. you will not receive any future payments with respect to the Incentive
Compensation Plan for fiscal years 2002 and 2003;
6. you will not receive any payments pursuant to the Long Term Incentive Plan
for performance periods ending with fiscal years 2002 and 2003; and
7. your split dollar life insurance benefit, long term disability benefit and
supplemental retirement arrangement will be based upon your salary of
record immediately prior to the reduction of your salary.
<PAGE>
Mr. Neal S. Cohen
July 25, 2002
Page 2
You agree that (1) the foregoing actions will not, either separately or in the
aggregate, constitute "Good Reason", as such term is defined in the Severance
Agreement entered into as of April 8, 2002 between you and the Company (the
"Agreement"), (2) Section 6 of the Agreement shall be applied as if your salary
was not reduced as described in paragraph 1 above and (3) if, pursuant to the
Agreement, you become entitled to continuation of health benefits following your
termination of employment, the benefits to which you will be entitled will be
provided on the same basis as such benefits are provided to active executive
vice presidents of the Company (or, in none, senior vice presidents), and as
benefits may be amended from time to time.
As applicable, this letter will be deemed to constitute a written amendment to
your Agreement.
Please acknowledge your agreement to the foregoing by signing this letter in the
space provided below and returning it to me.
Sincerely,
Jennifer C. McGarey
AGREED TO AND ACCEPTED
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Neal S. Cohen