Exhibit 10.2
FIRST AMENDMENT TO
SEVERANCE AGREEMENT
This First Amendment, dated as of March 31, 2003, to the Severance
Agreement dated April 8, 2002 (the "Agreement"), between US Airways, Inc. a
Delaware corporation (the "Company"), and Xxxx X. Xxxxx (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" or "Change in 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 5(d)(i) of the Agreement is hereby amended by substituting
"; or" for ", and" at the end of Section 5(d)(i)(4), and by the addition of the
following as Section 5(d)(i)(5):
"(5) any relocation of the Company's corporate headquarters outside of
the Washington, D.C. metropolitan area; and".
3. Section 5(d)(ii) of the Agreement is hereby amended by substituting
"; or" for the period at the end of Section 5(d)(ii)(5), and by the addition of
the following as Section 5(d)(ii)(6):
"(6) any relocation of the Company's corporate headquarters outside of
the Washington, D.C. metropolitan area."
4. Section 5(d)(i) of the Agreement is hereby further amended by
substituting "; or" for ", and" at the end of Section 5(d)(i)(5) and by the
addition of the following Section 5(d)(i)(6):
"(6) the termination by the Chief Executive Officer of the Company 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"), but only if (i) the
Executive also terminates his own employment during the Emergence
Window Period and (ii) the Chief Executive Officer is the individual
who was serving as Chief Executive Officer on the Emergence Date, and".
EXECUTIVE
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
US AIRWAYS, INC.
By /s/ Xxxxxxxx X. XxXxxxx
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Name: Xxxxxxxx X. XxXxxxx
Title: Vice President, Deputy General
Counsel & Secretary
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