0000701345-02-000007 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2002 • Us Airways Inc • Air transportation, scheduled • Delaware

Agreement dated as of December 18, 2001, between US Airways, Inc., a Delaware corporation, having a place of business at Crystal Park Four, 2345 Crystal Drive, Arlington, Virginia 22227 (the "Company") and Lawrence M. Nagin, residing at 3405 "O" Street, N.W., Washington, DC 20007 (the "Executive").

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Contract
Change of Control Agreement • March 28th, 2002 • Us Airways Inc • Air transportation, scheduled • Delaware

Agreement dated as of October 31, 2001 between US Airways, Inc., a Delaware corporation, having a place of business at Crystal Park Four, 2345 Crystal Drive, Arlington, Virginia, 22227 (the "Company") and Gregory T. Taylor residing at 12308 Beall Spring Road, Potomac, Maryland 20854 (the "Executive"). WITNESSETH WHEREAS, the Executive has assumed duties of a responsible nature to the benefit of the Company and to the satisfaction of its Board of Directors (the "Board"); and WHEREAS, the Board believes it to be in the best interests of the Company to enter into this Agreement to assure Executive's continuing services to the Company including, but not limited to, under circumstances in which there is a possible, threatened or actual Change of Control (as defined below) of the Company; and WHEREAS, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a Change of Control and to encourage

Amendment No. 4 TO THE A330/A340 PURCHASE AGREEMENT dated as of November 24, 1998 between AVSA, S.A.R.L., and US AIRWAYS GROUP, INC.
A340 Purchase Agreement • March 28th, 2002 • Us Airways Inc • Air transportation, scheduled • New York

This Amendment No. 4 (hereinafter referred to as the "Amendment") entered into as of September 20, 2001, by and between AVSA, S.A.R.L., a societe a responsabilite limitee organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac, FRANCE (hereinafter referred to as the "Seller"), and US Airways Group, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its executive offices located at 2345 Crystal Drive, Arlington, VA 22227, U.S.A. (hereinafter referred to as the "Buyer") ;

Contract
Us Airways Inc • March 28th, 2002 • Air transportation, scheduled

November 23, 1998 Mr. Gregory T. Taylor 7 Nottingham Drive Lincolnshire, IL 60069 Dear Mr. Taylor: 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. US Airways hereby agrees with you as follows: 1. In consideration for your future services between the date of this letter and the time of your retirement, US Airways will pay to you a supplemental pension benefit equal to the pension benefit calculated under the benefit formula set forth in the Retirement Plan for Certain Employees of USAir, Inc. (the "Retirement Plan") assuming (i) that the Retirement Plan had not been frozen in 1991, (ii) final average earnings under the Retirement Plan in an amount based on your actual base salary plus an assumed bonus in the target amount of 45% of your base salary, (iii) no amendments to the Retirement Plan aft

Michelle V. Bryan Senior Vice President-Human Resources March 11, 2002 Mr. David N. Siegel 3750 Georgetown Street Houston, Texas 77005 Dear David:
Us Airways Inc • March 28th, 2002 • Air transportation, scheduled

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:

January 16, 2002 Mr. Stephen M. Wolf Chairman and Chief Executive Officer US Airways, Inc. 2345 Crystal Drive Arlington, Virginia 22227 Dear Steve:
Us Airways Inc • March 28th, 2002 • Air transportation, scheduled

Reference is made to the letter agreement dated January 22, 1996 (as previously amended by letter agreement dated November 18, 1998, the "SERP Letter Agreement") between you and US Airways, Inc. (the "Company") concerning supplemental retirement benefits to be paid to you upon your retirement from the Company. This letter, when countersigned by you will constitute an amendment to the SERP Letter Agreement. This amendment has been approved by the Company's Board of Directors at its meeting on January 16, 2002. The Company hereby agrees with you as follows:

Michelle V. Bryan Senior Vice President-Human Resources March 11, 2002 Mr. David N. Siegel 3750 Georgetown Street Houston, Texas 77005 Dear David:
Us Airways Inc • March 28th, 2002 • Air transportation, scheduled

This letter confirms that in connection with your employment as President and Chief Executive Officer of US Airways, Inc. (the "Company") and US Airways Group, Inc. ("Group"), the Company agrees to provide you with the compensation and benefits as set forth in (1) the Employment Agreement dated as of March 11, 2002 between you and the Company; (2) the stock option letter agreement dated as of March 11, 2002 between you and the Company; (3) the restricted stock grant letter agreement dated as of March 11, 2002; (4) the supplemental retirement benefit agreement dated as of March 11, 2002; and (5) the additional benefits described herein.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2002 • Us Airways Inc • Air transportation, scheduled • Delaware

Agreement dated as of January 16, 2002, between US Airways Group, Inc., a Delaware corporation, having a place of business at Crystal Park Four, 2345 Arlington, VA 22227 ("Group"), US Airways, Inc., a Delaware corporation, having a place of business at Crystal Park Four, 2345 Crystal Drive, Arlington, VA 22227 (the "Company") and Stephen M. Wolf, residing at P.O. Box 1400, Middleburg, Virginia, 20118 (the "Executive").

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