Employment Agreement - US Airways Inc. and Neal S. Cohen
[LOGO OF U S AIRWAYS]
April 8, 2002
Mr. Neal S. Cohen
Deephaven, MN 55391
Dear Neal:
This letter, when countersigned by you, will constitute an agreement
between you and US Airways, Inc. ("US Airways") concerning supplemental
retirement benefits to be paid to you upon your retirement from US Airways. In
consideration for your future services, US Airways hereby agrees to pay you a
supplemental pension benefit in accordance with the following terms:
1. A pension benefit equal to the difference of subparagraph (a) minus
subparagraph (b), where (a) and (b) are:
(a) the pension benefit calculated under the benefit formula set
forth in the Retirement Plan for Certain Employees of US Airways,
Inc. (the "Retirement Plan") assuming (i) that the Retirement
Plan had not been frozen in 1991, (ii) final average earnings as
calculated under the Retirement Plan in an amount based on your
actual salary plus an assumed bonus under the Incentive
Compensation Plan of 60% of your base salary, (iii) no amendments
to the Retirement Plan after the date hereof, (iv) for purposes
of vesting you will be deemed to be 100% vested on the date of
hire, and (v) credited service under the Retirement Plan using
"deemed credited service" determined under the following
schedule:
Actual Service Deemed Credited Service
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1 full year of service 2 years of credited service
2 full years of service 4 years of credited service
3 full years of service 6 years of credited service
4 full years of service 8 years of credited service
5 full years of service 10 years of credited service
plus, one year of credited service for each actual year of
service after five years, up to a maximum of 30 years of credited
service;
(b) all pension benefits payable to you in the aggregate under any
defined contribution pension plan maintained by US Airways for
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Mr. Neal S. Cohen
April 8, 2002
Page 2
the purpose of providing retirement income, whether tax-qualified
or non-tax-qualified (the "Defined Contribution Pension Plans").
2. For purposes of calculating the supplemental benefits under paragraph
1 above, the following rules will be applied:
(a) In determining the amount of the pension benefit calculated under
the benefit formula set forth in the Retirement Plan it shall be
assumed that the limitations imposed by Sections 401(a)(17) and
415 of the Internal Revenue Code are not applicable.
(b) In determining the amount of the pension benefit payable in the
aggregate under the Defined Contribution Pension Plans, the
benefit shall only be included to the extent that it is
attributable to contributions made by US Airways (including
earnings/losses on such contributions) and any portion of the
benefit payable under such Defined Contribution Pension Plans
attributable to your own contributions (including earnings/losses
on such contributions) shall be excluded.
(c) In determining the amount of the pension benefit payable under
the Defined Contribution Pension Plans, any benefit payable in
the form of a lump sum, shall be converted to an annuity for
purposes of calculating the benefit to be offset by subparagraph
1(b).
(d) In determining the amount of your supplemental benefit hereunder,
the reduction factors, actuarial assumptions, definitions,
administrative provisions and other applicable provisions of the
Retirement Plan will control.
3. The amount of the supplemental pension benefit calculated pursuant to
paragraph 1 will be payable in an unreduced amount in the event of your normal
retirement from US Airways at age 62, or you may elect to receive early
retirement benefits under this agreement at any time after termination of your
employment with US Airways and upon your attainment of age 55. In the event of
your early retirement from US Airways, the supplemental pension benefit
calculated pursuant to paragraph 1 will be reduced for early commencement in
accordance with the early retirement reduction factors set forth in the
Retirement Plan.
4. You may elect to receive your supplemental pension benefits in any one
of the following payment forms:
(a) an annuity (either single life or joint and survivor) payable
from the general assets of US Airways;
(b) a single lump sum payment;
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Mr. Neal S. Cohen
April 8, 2002
Page 3
(c) periodic installment payments; or
(d) an annuity (either single life or joint and survivor) purchased
by US Airways from an annuity provider and assigned to you.
In the event that you select an option other than option (a), the cost of
providing such optional payment form must be cost-neutral to US Airways to
providing payment option (a), as determined by US Airways in accordance with its
general principles for administering optional pension payment forms under other
defined benefit pension plans of the company.
5. In the event of your death prior to the payment of your supplemental
pension benefit, your surviving spouse will be entitled to a benefit hereunder
equal to 50 percent of the benefit which would have been payable had you retired
and commenced benefits on the day before your death (payable at the earliest
date on which you could have commenced a benefit payment hereunder). In the
event of your death prior to the payment of your supplemental pension benefit
and you have no surviving spouse, US Airways will have no payment obligation
under this agreement. In the event of your death after the commencement of
benefits hereunder, a death benefit will be payable only if applicable pursuant
to the payment form elected under paragraph 4.
6. Notwithstanding anything in this agreement to the contrary, in the
event of a "change-of-control" you will be entitled to (i) a supplemental
pension benefit under this agreement assuming three additional years of credited
service beyond the change of control date; and (ii) immediate payment of your
benefit hereunder in the event of the termination of your employment following
the "change of control." For purposes of this paragraph the term
"change-of-control" shall have the meaning set forth in the employment agreement
between you and US Airways dated April 8, 2002.
7. Prior to the termination of your employment, your benefits hereunder
shall be accrued, but unfunded and unsecured.
8. This letter may be amended or supplemented at the request of either
party hereto to clarify its application with respect to any future pension plan
which US Airways may adopt replacing or supplementing its existing plans. Any
such amendment or supplement will be prepared on the basis of the intent of the
parties that US Airways is seeking to provide you with supplemental pension
benefits as determined in paragraph 1 above.
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Mr. Neal S. Cohen
April 8, 2002
Page 4
If you concur in the foregoing, please indicate your agreement by signing a
copy of this letter in the space provided below.
US AIRWAYS, INC.
---------------------------------
Jennifer C. McGarey
Vice President, Deputy General Counsel &
Secretary
Agreed:
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Neal S. Cohen