**Exhibit 10.128****EMPLOYMENT AGREEMENT**     This **Employment Agreement**is hereby entered into by and between **US AIRWAYS, INC.**, aDelaware corporation having its principal place of business at Crystal Park Four, 2345 CrystalDrive, Arlington, Virginia 22227 (the “Company”) and **ALAN W. CRELLIN**(the “Executive”), as of the27th day of September, 2005.**W I T N E S S E T H**     **WHEREAS**, the Executive has the responsibilities and duties of the position of Executive VicePresident-Operations for the Company; and     **WHEREAS**, the Board and the Human Resources Committee of the Board believe it to be in the bestinterests of the Company to enter into this Agreement to properly document the terms and conditionsof the Executive’s employment with the Company including, but not limited to, the duties andobligations of the parties under circumstances in which there is a Change of Control of theCompany;     **NOW, THEREFORE**, in consideration of the mutual promises herein contained, the Company and theExecutive hereby agree as follows:**ARTICLE I****DEFINITIONS**     1.1 Accrued Obligations shall mean any amounts of Reduced Base Salary plus any accruedand unused vacation pay that has been earned but not yet paid by the Company, determined as of theExecutive’s Date of Termination.     1.2 Agreement shall mean this Employment Agreement between the Company and theExecutive.     1.3 Affiliate shall mean any parent, brother-sister or subsidiary corporation of theCompany, any joint venture in which the Company owns at least a 50 percent interest, and anypartnership, limited liability partnership or limited liability corporation in which the Company orany of its wholly-owned Affiliates owns at least a 50 percent interest.   CRELLIN EMPLOYMENT AGREEMENT Page 1
 

 
     1.4 Base Salary shall mean the basic rate of pay and does not include any additionalcompensation in the form of benefits or perquisites and does not include any reductions to thebasic rate of pay.     1.5 Board shall mean the Board of Directors of Group or the Board of Directors of theCompany, as applicable.     1.6 Cause shall mean:          (a) willful and continued failure to substantially perform his duties with the Company withinfifteen (15) days after a written demand for substantial performance is delivered to the Employeewhich identifies the manner in which the Company believes that the Employee has not substantiallyperformed his duties;          (b) unlawful or willful misconduct which is economically injurious to, or injurious to thereputation or good will of, the Company or to any entity in control of, controlled by or undercommon control with the Company (and its successors);          (c) indictment for or conviction of, or a plea of guilty or *nolo contendere,*to a felonycharge;          (d) habitual drug or alcohol abuse that impairs the Employee’s ability to perform theessential duties of his position; or          (e) embezzlement, fraud or any other illegal act against the Company or any illegal actcommitted in connection with the Executive’s performance of his duties.     1.7 Change of Control shall mean the occurrence of any of the following events on orafter the Effective Date of this Agreement:          (a) Acquisition of Substantial Percentage. The acquisition by an individual, entityor group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of1934 (“the 1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgatedunder the 1934 Act) of 30% or more of either (i) the then outstanding shares of common stock ofthe Company’s parent, US Airways Group, Inc. (“Group”)(the “Outstanding Group Common Stock”) or(ii) the combined voting power of the then outstanding voting securities of Group entitled tovote generally in the election of directors (the “Outstanding Group Voting Securities”);provided, however, that the following acquisitions shall not constitute a Change of Control:(1) any acquisition directly from Group;(2) any acquisition by Group or any of its subsidiaries;(3) any acquisition by any employee benefit plan (or related trust)sponsored or maintained by Group or any of its subsidiaries;   CRELLIN EMPLOYMENT AGREEMENT Page 2
 

 
     (4) any acquisition by any corporation with respect to which, following suchacquisition, more than 85% of, respectively, the then outstanding shares ofcommon stock of such corporation and the combined voting power of the thenoutstanding voting securities of such corporation entitled to vote generallyin the election of directors, is then beneficially owned, directly orindirectly, by all or substantially all of the individuals and entities whowere beneficial owners, respectively, of the Outstanding Group Common Stockand Outstanding Group Voting Securities in substantially the sameproportions as their ownership, immediately prior to such acquisition, ofthe Outstanding Group Common Stock and Outstanding Group Voting Securities,as the case may be; or     (5) any acquisition by an individual, entity or group that, pursuant to Rule13d-1 promulgated under the 1934 Act, is permitted to, and actually does,report its beneficial ownership of Outstanding Group Common Stock andOutstanding Group Voting Securities on Schedule 13G (or any successorSchedule); provided further, that if any such individual, entity or groupsubsequently becomes required to or does report its ownership of OutstandingGroup Common Stock and Outstanding Group Voting Securities on Schedule 13D(or any successor Schedule) then, for purposes of this Section, suchindividual, entity or group shall be deemed to have first acquired, on thefirst date on which such individual, entity or group becomes required to ordoes so file, beneficial ownership of all of the Outstanding Group CommonStock and Outstanding Group Voting Securities beneficially owned by it onsuch date; or          (b) Change of Majority of Board Members. Individuals who, as of the Effective Dateof this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason toconstitute at least a majority of the Board; provided, however, that any individual becoming adirector subsequent to the date hereof whose election, or nomination for election by Group’sshareholders, was approved by a vote of at least a majority of the directors then comprising theIncumbent Board shall be considered as though such individual were a member of the IncumbentBoard, but excluding, for this purpose, any such individual whose initial assumption of officeoccurs as a result of either an actual or threatened election contest (as such terms are used inRule 14a-11 of Regulation 14A promulgated under the 1934 Act) or other actual or threatenedsolicitation of proxies or consents; or          (c) Reorganization, Merger or Consolidation. There is consummated a reorganization,merger or consolidation, in each case, with respect to which all or substantially all of theindividuals and entities who were the beneficial owners, respectively, of the Outstanding GroupCommon Stock and Outstanding Group Voting Securities immediately prior to such reorganization,merger or consolidation, beneficially own, directly or indirectly, less than 85% of,respectively, the then outstanding shares of common stock and the combined voting power of thethen outstanding voting securities entitled to vote generally in the election of directors, asthe case may be, of the corporation resulting from such reorganization, merger or consolidation(or any parent thereof) in substantially the same proportions as their ownership, immediatelyprior to such reorganization, merger or consolidation of the   CRELLIN EMPLOYMENT AGREEMENT Page 3
 

 
Outstanding Group Common Stock and the Outstanding Group Voting Securities, as the case maybe; or          (d) Disposition of Assets. Approval by the shareholders of Group of a completeliquidation or dissolution of Group or the consummation of the sale or other disposition of allor substantially all of the assets of Group, other than to a corporation with respect to which,following such sale or other disposition, more than 85% of,respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstandingvoting securities of such corporation entitled to vote generally in the election of directors isthen beneficially owned, directly or indirectly, by all or substantially all of the individualsand entities who were the beneficial owners, respectively, of the Outstanding Group Common Stockand Outstanding Group Voting Securities immediately prior to such sale or other disposition insubstantially the same proportion as their ownership, immediately prior to such sale or otherdisposition, of the Outstanding Group Common Stock and Outstanding Group Voting Securities, asthe case may be.     1.8 Change of Control Date shall mean the first date on which a Change of Controloccurs.     1.9 Change of Control Period shall mean the period beginning on the Change of ControlDate and ending on the day two (2) years thereafter.     1.10 Company shall mean US Airways, Inc., a Delaware corporation, and its Affiliates,including its successors and assigns.     1.11 Date of Termination means final date of the Executive’s employment.     1.12 Disability shall mean a mental or physical impairment or injury of the Executivewhich is determined to result in his total and permanent inability to perform the essentialfunctions of his position without reasonable accommodation, as determined by the Board of Directorsbased on professional medical and/or psychological opinions, or the Executive’s eligibility toreceive disability benefits under the terms and conditions of the Company’s long-term disabilitypolicy, based on an “own occupation” definition under the policy     1.13 Effective Date shall mean the date of the emergence of Group and the Company fromthe protection of the U.S. Bankruptcy Court, as defined by Paragraph 1.63 of the Joint Plan ofReorganization of US Airways Group, Inc. and its Affiliated Debtors, dated August 9, 2005, asamended and confirmed by that certain Findings of Fact, Conclusions of Law and Order Confirming theJoint Plan of Reorganization, dated September 16, 2005.     1.14 Good Reason shall mean:          (a) the assignment to the Executive of any duties materially inconsistent with the Executive’sposition, authority, duties or responsibilities as contemplated by this Agreement, or any otheraction by the Company which results in a material diminution in such position, authority, duties orresponsibilities; provided, that the Executive has delivered a written notice to the Company whichidentifies the manner in which the Executive believes that the assignment or other Company actionwould meet the provisions of this paragraph, and the Company has had at   CRELLIN EMPLOYMENT AGREEMENT Page 4
 

 
least fifteen (15) days following delivery of the written notice to correct the assignment oraction and has not done so;          (b) the failure by the Company to reelect the Executive to a position with materially similaror greater duties than the position held by the Executive on the Effective Date; provided, that theExecutive has delivered a written notice to the Company which identifies the manner in which theExecutive believes that the Company action would meet the provisions of this paragraph, and theCompany has had at least fifteen (15) days following delivery of the written notice to correct theaction and has not done so;          (c) any material failure by the Company to comply with the material provisions of thisAgreement; provided that the Executive has delivered a written notice to the Company whichidentifies the manner in which the Executive believes that the Company has failed to meet thematerial provisions of this Agreement, and the Company has had at least fifteen (15) days followingdelivery of the written notice to correct any such failure and has not done so;          (d) after a Change of Control Date, any failure of the Company (i) to pay Reduced Base Salary,(ii) to maintain the Executive’s Annual Bonus and Long-Term Incentive Plan target percentages atthe same level as immediately prior to the Change of Control, (iii) to maintain and contribute tothe EDCP (as defined in Section 4.6 hereof) pursuant to the plan document and this Agreement, (iv)to provide travel privileges to the Executive and his family as in effect prior to the Change ofControl Date or at least equivalent to travel privileges provided to other Key Employees, (v) toprovide the Executive with the same amount of vacation or paid time off as he had prior to theChange of Control, and (vi) to provide the Executive and the Executive’s family with any otheremployee benefit plans, programs, policies and practices at a level comparable to that provided toother active Key Employees of the Company;          (e) the Company’s requiring the Executive to be based at any office or location further than afifty (50) mile radius from the Washington, D.C. metropolitan area, except for travel reasonablyrequired in the performance of the Executive’s responsibilities;          (f) any purported termination by the Company of the Executive’s employment otherwise than asexpressly permitted by this Agreement; or          (g) any failure by the Company to comply with and satisfy the successor provisions of Section11.3 of this Agreement.     1.15 Group shall mean U.S. Airways Group, Inc., the parent of the Company.     1.16 Key Employee shall mean any Executive Vice President of the Company or, in theevent of a Change of Control, any officer of a similar level of responsibility.     1.17 Notice of Termination shall mean a written notice which (i) indicates thespecific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detailthe facts and circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated and (iii) if the Date of Termination (as defined below)is other   CRELLIN EMPLOYMENT AGREEMENT Page 5
 

 
than the date of receipt of such notice, specifies the Date of Termination (which date shallbe not more than fifteen (15) days after the giving of such notice).     1.18 Proprietary Information shall mean information that meets the definition of“trade secret” under the laws of the State of Delaware, as well as any scientific or technicalinformation, design, process, procedure, formula or improvement that is secret and of value,information that Group and/or the Company takes reasonable efforts to protect from disclosure andfrom which Group and/or the Company derives actual or potential economic value due to itsconfidential nature, including, but not limited to, technical or nontechnical data, formulas,compilations, programs, devices, methods, techniques, drawings, processes, financial data, lists ofactual or potential customers, price lists, business plans, customer and vendor records, trainingand operations materials and memoranda, personnel records, financial information relating to thebusiness of Group and the Company, accounts, customers, vendors, employees and affairs of Group andthe Company, and any information marked “confidential” by Group and/or the Company.     1.19 Reduced Base Salary shall mean the Executive’s Base Salary as reduced pursuant toCompany agreements with unions, Company executive compensation guidelines or agreements between theExecutive and the Company.     1.20 Term shall mean the period during which this Agreement is effective. The Term ofthis Agreement is described in Article III hereof.**ARTICLE II****DUTIES AND RESPONSIBILITY**     2.1 Duties and Authority. The Executive is engaged and agrees to perform services forand on behalf of the Company as its Executive Vice President-Operations and shall report directlyto the Chief Executive Officer. The Executive shall have such duties and responsibilities as maybe assigned to him by the Company’s bylaws or by the Chief Executive Officer. The Executive agreesto perform such duties diligently and efficiently and in accordance with the reasonable directionsof the Chief Executive Officer. The Executive shall conduct himself at all times in abusiness-like and professional manner as appropriate for his position and shall represent theCompany in all respects in compliance with good business and ethical practices. In addition, theExecutive shall be subject to and abide by the policies and procedures of the Company applicable topersonnel of the Company, as may be adopted from time to time.     2.2 Best Efforts.  During his employment with the Company, excluding any periods ofvacation and sick leave to which the Executive is entitled, subject to the provisions of Section2.3 below, the Executive shall devote his full attention, energies and best efforts to renderingservices on behalf of the Company (or its Affiliates) and shall not engage in any outsideemployment without the express written consent of the Board.     2.3 Outside Activities. During his employment, it shall not be a violation of thisAgreement for the Executive to (A) serve on corporate, civic or charitable boards or committees,   CRELLIN EMPLOYMENT AGREEMENT Page 6
 

 
(B) deliver lectures, fulfill speaking engagements or teach at educational institutions and(C) invest or trade in stocks, bonds, commodities or other forms of investment, including realproperty if the Executive does not “participate” (within the meaning of Treas. Reg. §§1.469-5(f)and 1.469-5T(f)) in such investments, so long as such activities do not significantly interferewith the performance of the Executive’s responsibilities as an employee of the Company inaccordance with this Agreement. The Executive may also participate in any interest or activitywhich is approved in writing by the Board. At least once each year during this Agreement, and atany time upon the Board’s request, the Executive shall provide a full disclosure to the CorporateGovernance Committee of the Board of his participation in any corporate, civic and charitableactivities (including service on corporate or charitable boards of directors or trustees). Priorto pursuing or accepting any board membership, teaching position or any other activity which willrequire a significant portion of the Executive’s time (other than those in which he is engaged onthe Effective Date), the Executive agrees to discuss such activity with the Human ResourcesCommittee of the Board.     2.4 No Violation of Other Agreement. By execution of this Agreement, the Executivehereby warrants and represents to the Company that his acceptance of this employment arrangementand his performance of the duties and responsibilities described hereunder will not cause him toviolate the terms and conditions of any obligation or agreement to which he is a party and will notexpose the Company to any liability in connection with any such obligation or agreement.**ARTICLE III****AT WILL EMPLOYMENT**     3.1 At Will Employment. Prior to a Change of Control, this Agreement shall not have aspecified Term. The employment relationship between the Executive and the Company is one of“at-will employment,” which provides that either party to the Agreement may terminate the Agreementat any time for any reason. The parties hereto agree that in the event either desires to terminatethe Agreement, the terminating party shall provide the other party written notice of thetermination.     3.2 Automatic Term Provisions Upon Change of Control. As of a Change of Control Date,this Agreement automatically shall become effective for a two (2) year Term from that date andshall terminate on the close of business on the date two (2) years following the Change of ControlDate, unless earlier terminated by the parties pursuant to the provisions hereof.**ARTICLE IV****COMPENSATION AND BENEFITS**     4.1 Base Salary. The Company agrees that the Executive’s annual Base Salary is$425,000, which does not include any benefits or perquisites or reductions. Notwithstanding the   CRELLIN EMPLOYMENT AGREEMENT Page 7
 

 
foregoing, the Company and the Executive have agreed to reductions to the Base Salary, whichwill result in the Executive receiving an annual Reduced Base Salary of $317,475. Base Salary andReduced Base Salary shall be reviewed at least annually by the Human Resources Committee of theBoard and may be increased from time to time based upon performance.     4.2 Emergence Cash Bonus. Upon the earlier of (a) the date of emergence of Group andthe Company from protection of the U.S. Bankruptcy Court, or (b) December 31, 2005, if theExecutive remains employed on such earlier date, the Company may, at its discretion, provide theExecutive a cash bonus in an amount to be determined by the Human Resources Committee.     4.3 Equity Incentives.          (a) Restricted Stock Award. If the Executive remains employed by the Company at thetime of emergence of Group and the Company from protection of the U.S. Bankruptcy Court, theCompany may, in its discretion, grant to the Executive shares of Restricted Stock under the termsof the Company’s 2004 Omnibus Stock Incentive Plan (the “Omnibus Plan”) or any successor plan, inan amount to be determined by the Human Resources Committee. This grant of Restricted Stockshall be made effective as of the date of emergence and shall vest and become transferable asfollows: 50% of the Restricted Stock shall become vested and nonforfeitable as of the date ofgrant, and 25% of the Restricted Stock shall become vested and nonforfeitable on each of the nexttwo anniversaries of such date of emergence.          (b) Stock Option Grant. If the Executive remains employed by the Company at thetime of emergence of Group and the Company from protection of the U.S. Bankruptcy Court, theCompany may, in its discretion, grant to the Executive a nonqualified stock option for shares ofthe Company’s common stock, under the terms of the Company’s 2004 Omnibus Stock Incentive Plan orany successor plan, in an amount to be determined by the Human Resources Committee. This stockoption shall be granted effective as of the date of emergence, shall have a per share exerciseprice equal to the per share fair market value of the common stock on the date of grant, andshall become exercisable as follows: 50% of the nonqualified stock option shall becomeexercisable as of the date of grant, and 25% of the nonqualified stock option shall becomeexercisable on each of the next two anniversaries of such date of emergence.          (c) Future Grants and Awards. The Executive shall remain eligible to receive futuregrants and awards of restricted stock, options or any other equity-based grants or awards as maybe made under the terms of the Omnibus Plan or any successor plan, as may be determined from timeto time by the Human Resources Committee. Following a Change of Control, the Executive shallreceive equity-based grants and awards at a level comparable and with vesting and exercisabilitycomparable to any regular and normal course grants and awards made to other Key Employees of theCompany.   CRELLIN EMPLOYMENT AGREEMENT Page 8
 

 
     4.4 Annual Bonus. The Executive shall be eligible to participate in the Company’sannual cash bonus program under the Company’s Incentive Compensation Plan, as determined by theHuman Resources Committee of the Board or any other annual bonus plan hereafter approved by theBoard (“Incentive Plan”). The annual bonus under this Section 4.4 shall hereinafter be referred toas the “Annual Bonus.”     4.5 Long-Term Incentive Plan. The Executive shall be eligible to participate in thelong-term incentive program under the Company’s Long-Term Incentive Plan, as determined by theHuman Resources Committee of the Board or any other long-term incentive plan hereafter approved bythe Board (“LTIP”).     4.6 Retirement Plans. The Executive shall be eligible to participate in the USAirways Group, Inc. Funded Executive Defined Contribution Plan and the US Airways Group, Inc.Unfunded Executive Defined Contribution Plan (the “EDCPs”). While participating in the EDCPs, theExecutive shall not be eligible to receive allocations of any employer contributions under anytax-qualified retirement plan or to participate in any other nonqualified retirement or deferredcompensation plan sponsored by the Company or Group. EDCP payments reduced after October 11, 2004shall be restored in monthly installments over a two-year period beginning on October 12, 2006 (the“Restoration Payments”), as long as the Executive remains employed by the Company. Notwithstandingthe foregoing, in the event that the Executive terminates employment at any time beforecommencement of the Restoration Payments or during the period that Restoration Payments are beingmade due to (i) death, (ii) Disability, (iii) termination by the Company without Cause, or (iv)termination by the Executive due to Good Reason, then the Executive shall be immediately eligibleto receive a lump sum payment equivalent to the present value of the Restoration Payments. If theExecutive terminates employment due to termination by the Company for Cause or due to theExecutive’s voluntary termination, then no Restoration Payments shall be made to the Executive’saccount (and/or directly to the Executive), and if Restoration Payments have already commenced,such payments shall cease as of the Date of Termination.     4.7 Welfare and Fringe Benefit Plans. During his employment with the Company, theExecutive shall be eligible to participate in the Company’s welfare and fringe benefit planspursuant to the Company’s plans and policies as in effect for active Key Employees from time totime. The Company reserves the right to amend or terminate any of its welfare and fringe benefitplans and policies (including but not limited to coverages and premium structures) at any time.     4.8 Business Expenses. During his employment with the Company, the Executive shallbe entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executivein accordance with the expense reimbursement policies and procedures of the Company applicable toother active Key Employees.     4.9 Withholding, FICA, FUTA, Etc. Any amount to be paid to the Executive under theprovisions of this Agreement which represents taxable income shall be subject to, and reduced by,any applicable federal, state or local taxes imposed by law, included, but not limited to, taxesimposed under Subtitle C of the Code.   CRELLIN EMPLOYMENT AGREEMENT Page 9
 

 
**ARTICLE V****TERMINATION OF EMPLOYMENT**     5.1 Termination of Employment. The Executive’s employment and this Agreement shall beterminated as follows:          (a) Death: Immediately upon the date of death of the Executive;          (b) Disability: On the tenth (10th) day following written notice providedby the Board to the Executive that his employment is being terminated due to the Executive’sDisability;          (c) Termination by Company for Cause: Immediately upon the date of written noticeprovided by the Board to the Executive that his employment is being terminated for “Cause”;          (d) Termination by Company Without Cause: Immediately upon the date specified in awritten notice provided by the Board to the Executive that his employment is being terminatedwithout Cause; or          (e) Termination by Executive for Good Reason: Immediately upon the date specified ina written notice provided by the Executive to the Board that his employment is being terminated forGood Reason (following any applicable notice and period for cure as required by the definition ofGood Reason); provided, that if the Executive is terminating for Good Reason due to relocation asdescribed in Section 1.14(e), the Executive shall provide the Company no less than thirty (30)days’ advance written notice, unless the Company affirmatively waives such 30-days’ advance noticerequirement; or          (f) Voluntary Resignation by Executive: Upon the date specified in a written noticeprovided by the Executive to the Board that he is voluntarily resigning and terminating hisemployment, which specified date shall be at least fifteen (15) business days following the date ofdelivery of the notice, unless the parties mutually agree to an earlier or later termination date.     5.2 Notice of Termination. Any termination by the Company for Cause or by theExecutive for Good Reason shall be communicated by Notice of Termination to the other party heretogiven in accordance with Sections 5.1(e) and 12.2 of this Agreement. The failure by the Company orthe Executive to set forth in the Notice of Termination any fact or circumstance which contributesto a showing of Cause or Good Reason shall not waive any right of the Company or the Executive orpreclude the Company or the Executive from asserting such fact or circumstance in enforcing theterms of this Agreement.**ARTICLE VI****OBLIGATIONS OF THE COMPANY UPON TERMINATION**   CRELLIN EMPLOYMENT AGREEMENT Page 10
 

 
     6.1 Termination Due to Death. If the Executive’s employment is terminated by reasonof the Executive’s death, this Agreement shall terminate without further obligations to theExecutive’s estate, other than (i) Accrued Obligations that the Executive has accrued or earned asof the Date of Termination, (ii) any earned but unpaid Annual Bonus from the year prior to the Dateof Termination, and (iii) in the event Annual Bonuses are actually paid to executives for the yearin which the Executive’s death occurs, a prorated bonus equal to the product of the amount ofAnnual Bonus that the Executive would have earned at the end of the year times a fraction, thenumerator of which is the number of days in the current year through the Date of Termination andthe denominator of which is 365. The Accrued Obligations shall be paid to the Executive’s estatein a lump sum in cash within 30 days following the Date of Termination, and the amount of anyAnnual Bonus payable to the Executive’s estate shall be payable at the same time that AnnualBonuses are paid to other executives.     6.2 Termination Due to Disability. If the Executive’s employment is terminated due tothe Executive’s Disability, this Agreement shall terminate as of the Date of Termination withoutfurther obligations to the Executive, other than (i) Accrued Obligations that the Executive hasaccrued or earned as of the Date of Termination, (ii) any earned but unpaid Annual Bonus from theyear prior to the Date of Termination, (iii) in the event Annual Bonuses are actually paid toexecutives for the year in which the Executive’s Disability occurs, a prorated bonus equal to theproduct of the amount of Annual Bonus that the Executive would have earned at the end of the yeartimes a fraction, the numerator of which is the number of days in the current year through the Dateof Termination and the denominator of which is 365, and (iv) disability and other benefits (to theextent permitted by law or by the applicable insurance policies) provided by the Company todisabled employees and/or their families, as the same may change from time to time for KeyEmployees. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30days following the Date of Termination and the amount of any Annual Bonus payable to the Executiveshall be payable at the same time that Annual Bonuses are paid to other Key Employees.     6.3 Termination by the Company for Cause. If the Executive’s employment is terminatedby the Company for Cause, this Agreement shall terminate without further obligations to theExecutive other than Accrued Obligations that the Executive has accrued or earned as of the Date ofTermination. All such Accrued Obligations shall be paid to the Executive in a lump sum in cashwithin 30 days following the Date of Termination.     6.4 Voluntary Resignation by the Executive. If the Executive terminates hisemployment by voluntary resignation (but not for Good Reason), this Agreement shall terminatewithout further obligations to the Executive, other than Accrued Obligations that the Executive hasaccrued or earned as of the Date of Termination. All such Accrued Obligations shall be paid to theExecutive in a lump sum in cash within 30 days following the Date of Termination.     6.5 Termination by the Company Without Cause or Termination by Executive for GoodReason.          (a) After the Effective Date, if the Company shall terminate the Executive’s employmentwithout Cause, or if the Executive shall terminate his employment for Good   CRELLIN EMPLOYMENT AGREEMENT Page 11
 

 
Reason, this Agreement shall terminate and the Company shall pay and/or provide to theExecutive the sum of the following:               (1) Accrued Obligations that the Executive had accrued or earned as of the Date ofTermination;               (2) 200% of the sum of:(A) the Executive’s Reduced Base Salary, plus(B) the Executive’s target Annual Bonus (based on Reduced BaseSalary) if the Incentive Plan is then in effect for the year in whichthe Date of Termination occurs, or if the Incentive Plan (asdescribed in Section 4.4 hereof), or any similar annual bonus plan isnot then in effect and its suspension or termination constituted aGood Reason basis for the Executive’s termination of employment, thenthe Executive’s target Annual Bonus under the Incentive Planimmediately prior to its suspension or termination;provided however, that if the Executive terminates his employment forGood Reason as specified in Section 1.14(e) (relating to theCompany’s requiring the Executive to be based at any office orlocation further than a fifty (50) mile radius from the Washington,D.C. metropolitan area), the 200% of Reduced Base Salary and targetAnnual Bonus shall be reduced to 100% of such Reduced Base Salary andtarget Annual Bonus.               (3) Health Insurance. Payment of a lump sum cash amount equivalent to the cost ofCOBRA continuation premiums under the Company’s medical, dental, vision and prescription drugcoverages (as applicable) for the Executive and his covered dependents for eighteen (18) monthsfollowing the Date of Termination, regardless of whether the Executive and/or his covereddependents actually elect COBRA continuation coverage; and               (4) Life Insurance. Continuation of existing life insurance coverage for theExecutive for eighteen (18) months following the Date of Termination on the same premium andcoverage basis as in effect on the Date of Termination; provided that in the event the Company isnot permitted to continue the coverage on the same premium and/or coverage basis by the applicablecarrier or reinsurers, the Company shall pay the Executive a lump sum cash amount equivalent to theamount of premiums the Company would have paid for the coverage if the Executive had remained anactive employee and the coverage remained in effect on the same premium and coverage basis for the18-month period; and               (5) Travel Privileges. Immediate vesting and continuation for the Executive’slifetime of on-line, first class, positive space travel privileges for business and pleasure forthe Executive and his eligible family members, pursuant to the terms and conditions of theCompany’s travel policy for active Key Employees; provided that the Company shall not provide anygross-up payments to the Executive or his eligible family members for taxes payable on such travel.   CRELLIN EMPLOYMENT AGREEMENT Page 12
 

 
     (6) Compliance with Code Section 409A. Any payments under this subsection that aresubject to the provisions of Code Section 409A shall be made in accordance with those provisions,including the delay of at least six (6) months for any severance payments if applicable.          (b) Protected Benefits. Notwithstanding any other provision of this Agreement, ifthe Executive’s termination of employment for any reason follows the fifth anniversary of theExecutive’s date of employment with the Company, the Executive shall be entitled to:               (1) Continuation of travel privileges on the same basis as such benefits were provided to theExecutive on the date prior to the termination of employment, or if more favorable to the Executiveand/or the Executive’s family, as in effect at any time thereafter, with such travel privileges tocontinue for the life of the Executive;               (2) Continuation of health insurance benefits in the Company’s health insurance program (asthe same may change from time to time) until the Executive reaches age 65 provided that theExecutive continues to pay monthly premiums at the same time and at the same premium rateapplicable to active employees; and provided further, however, that if the Executive should becomeeligible for health insurance through a subsequent employer, the Company’s provision of suchbenefits shall be secondary to the benefit coverage of the subsequent employer;               (3) a lump sum cash payment in the amount of $70,180, representing the present value ofpost-age 65 lifetime medical benefits in lieu of those benefits, and               (4) a lump sum cash payment equal to the difference between the value of the accrued andunused vacation that was paid to the Executive at the end of the year 2000 and the value that suchaccrued and unused vacation would have been if calculated at his current rate of Base Salary as ofthe Date of Termination.**ARTICLE VII****CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY**     7.1 Gross-Up Payment. In the event it shall be determined that any payment ordistribution by the Company to or for the benefit of the Executive (whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise, but determinedwithout regard to any additional payments required under this Section), including, but not limitedto, any amounts in respect of (i) options to acquire shares of common stock and (ii) restrictedshares of common stock) (a “Payment”), would be subject to the excise tax imposed by Section 4999(or any successor provision thereto) of the Code or any interest or penalties with respect to suchexcise tax (such excise tax, together with any such interest and penalties, are hereinaftercollectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive anadditional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive ofall taxes (including any interest or penalties imposed with respect to such taxes),   CRELLIN EMPLOYMENT AGREEMENT Page 13
 

 
including, without limitation, any income and employment taxes (and any interest and penaltiesimposed with respect thereto) and Excise Tax, imposed upon the Gross-Up Payment, the Executiveretains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon Payments.     7.2 Determinations by Independent Accountants. Subject to the provisions of Section7.3, all determinations required to be made under this Section 7, including whether a Gross-UpPayment is required and the amount of such Gross-Up Payment, shall be made by a firm of independentpublic accountants selected by Group prior to the Change of Control (the “Accounting Firm”) whichshall provide detailed supporting calculations both to the Company and the Executive within five(5) business days of the Date of Termination, or such earlier time as is requested by the Companyor the Executive. In the event that the Accounting Firm is serving as accountant or auditor forthe individual, entity or group effecting the Change of Control, the Executive may appoint anothernationally recognized accounting firm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expensesof the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determinedpursuant to this Section 7.2, shall be paid to the Executive upon the receipt of the AccountingFirm’s determination. If the Accounting Firm determines that no Excise Tax is payable by theExecutive, it shall furnish the Executive with a written opinion that failure to report the ExciseTax on the Executive’s applicable federal income tax return would not result in the imposition of anegligence or other penalty. Any determination by the Accounting Firm shall be binding upon theCompany and the Executive. As a result of the uncertainty in the application of Section 4999 ofthe Code (or any successor provision thereto) at the time of the initial determination by theAccounting Firm hereunder, it is possible that Gross-up Payments which will not have been made bythe Company should have been made (“Underpayment”), consistent with the calculations required to bemade hereunder. In the event that the Company exhausts its remedies pursuant to Section 7.3 andthe Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shalldetermine the amount of the Underpayment (together with interest and penalties incurred by theExecutive in connection therewith) that has occurred and any such Underpayment shall be promptlypaid by the Company to or for the benefit of the Executive.     7.3 IRS Claims. The Executive shall notify the Company in writing of any claim by theInternal Revenue Service that, if successful, would require the payment by the Company of theGross-Up Payment. Such notification shall be given as soon as practicable but no later than ten(10) business days after the Executive knows of such claim and shall apprise the Company of thenature of such claim and the date on which such claim is requested to be paid. The Executive shallnot pay such claim prior to the expiration of the thirty-day period following the date on which hegives such notice to the Company (or such shorter period ending on the date that any payment oftaxes with respect to such claim is due). If the Company notifies the Executive in writing priorto the expiration of such period that it desires to contest such claim, the Executive shall:          (a) give the Company any information reasonably requested by the Company relating to suchclaim,   CRELLIN EMPLOYMENT AGREEMENT Page 14
 

 
          (b) take such action in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including, without limitation, accepting legal representationwith respect to such claim by an attorney reasonably selected by the Company,          (c) cooperate with the Company in good faith in order effectively to contest such claim,          (d) permit the Company to participate in any proceedings relating to such claim; provided,however, that the Company shall bear and pay directly all costs and expenses (including additionalinterest and penalties) incurred in connection with such contest and shall indemnify and hold theExecutive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest andpenalties with respect thereto, imposed as a result of such representation and payment of costs andexpenses. Without limitation on the foregoing provisions of this Section 7.3, the Company shallcontrol all proceedings taken in connection with such contest and, at its sole option, may pursueor forgo any and all administrative appeals, proceedings, hearings and conferences with the taxingauthority in respect of such claim and may, at its sole option, either direct the Executive to paythe tax claimed and sue for a refund or contest the claim in any permissible manner, and theExecutive agrees to prosecute such contest to a determination before any administrative tribunal,in a court of initial jurisdiction and in one or more appellate courts, as the Company shalldetermine; provided, however, that if the Company directs the Executive to pay such claim and suefor a refund, the Company shall advance the amount of such payment to the Executive, on aninterest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis,from any Excise Tax or income tax, including interest or penalties with respect thereto, imposedwith respect to such advance or with respect to any imputed income with respect to such advance;and further provided that any extension of the statute of limitations relating to payment of taxesfor the taxable year of the Executive with respect to which such contested amount is claimed to bedue is limited solely to such contested amount. Furthermore, the Company’s control of the contestshall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder;whereas the Executive shall be entitled to settle or contest, as the case may be, any other issuedraised by the Internal Revenue Service or any other taxing authority.     7.4 Refunds. If, after the receipt by the Executive of an amount advanced by theCompany pursuant to Section 7.3, the Executive becomes entitled to receive any refund with respectto such claim, the Executive shall (subject to the Company’s complying with the requirements ofSection 7.3) promptly pay to the Company the amount of such refund (together with any interest paidor credited thereon after taxes applicable thereto). If, after the receipt by the Executive of anamount advanced by the Company pursuant to Section 7.3, a determination is made that the Executiveshall not be entitled to any refund with respect to such claim and the Company does not notify theExecutive in writing of its intent to contest such denial of refund prior to the expiration ofthirty (30) days after such determination, then such advance shall be forgiven and shall not berequired to be repaid and the amount of such advance shall offset, to the extent thereof, theamount of Gross-Up Payment required to be paid. Notwithstanding any other provision of thisSection 7.4, the Company shall not make any advance or forgive any amount if such action would bedeemed to be a prohibited loan by the Company in violation of any provision of the Sarbanes-OxleyAct of 2002 or any other law or regulation.   CRELLIN EMPLOYMENT AGREEMENT Page 15
 

 
**ARTICLE VIII****NONEXCLUSIVITY OF RIGHTS**     8.1 Notwithstanding any other provision of this Agreement, the Executive (and/or asapplicable, his spouse and/or dependents or his estate) shall be entitled to any benefits orprovisions provided by the specific terms and conditions of any equity-based compensation plans,insurance policies, or employee benefit plans or programs of the Company in which he participatedas of the Date of his Termination. Amounts which are vested benefits or which the Executive isotherwise entitled to receive under any plan, policy, practice or program of Group, the Company orany of its Affiliates at or subsequent to the Date of Termination shall be payable in accordancewith the terms and conditions of such plan, policy, practice or program.**ARTICLE IX****RESTRICTIVE COVENANTS**     9.1 Use and Return of Documents and Property. Executive acknowledges that in thecourse of his employment with the Company, he will have the opportunity to inspect and use certainproperty, both tangible and intangible, of Group, the Company and its Affiliates. All suchproperty shall remain the exclusive property of Group, the Company and its Affiliates, andExecutive has and shall have no right or interest in such property. Executive shall use Companyproperty only during employment and only in the performance of his job and to further the Company’sinterests, and he will not remove Company property from the Company’s premises except to theextent necessary to perform his duties and to the extent approved by the Company, either expresslyor generally under its policies. Promptly upon the Executive’s Date of Termination, Executiveshall return to the Company all of the Company’s property of any kind, including but not limitedto, business plans, financial records, computer hardware, computer software, documents, data,books, memoranda, notes, sketches, audio-visual materials, correspondence, lists, pricinginformation, customer and/or vendor lists or information, and all other tangible property.     9.2 New Developments. Any discovery, invention, process or improvement made ordiscovered by the Executive during his employment with the Company in connection with or in any wayaffecting or relating to the business of Group, the Company or any of its Affiliates (as thencarried on or under active consideration) shall forthwith be disclosed to the Company and shallbelong to and be the absolute property of the Company. The preceding sentence does not apply toany invention for which no equipment, supplies, facility, trade secret information of the Companywas used and which was developed entirely on the Executive’s own time, unless the invention relatesdirectly to the business of Group, the Company or its Affiliates or to its or their actual ordemonstrably anticipated research or development, or the invention results from any work performedby the Executive for the Company.   CRELLIN EMPLOYMENT AGREEMENT Page 16
 

 
     9.3 Nonsolicitation of Customers. Executive agrees that during his employment withthe Company, he will not, directly or indirectly, without the Company’s prior written consent,contact any customer of the Company or any of its Affiliates for business purposes unrelated tofurthering the business of the Company or its Affiliates. Executive further agrees that for aperiod of one (1) year following his Date of Termination, he will not directly or indirectly,(i) contact, solicit or divert, or attempt to contact, solicit, divert or take away, any customerof the Company or its Affiliates for purposes of, or with respect to, providing a customer to acompeting business; or (ii) take any affirmative action with a customer of the Company or itsAffiliates for purposes of providing a customer to a business competing with the Company or itsAffiliates. The prohibitions of the preceding sentence shall apply only to customers of theCompany with whom the Executive had Material Contact on the Company’s behalf during the twelve (12)months immediately preceding the Date of Termination. For purposes of this Agreement, theExecutive had “Material Contact” with a customer if (a) he had business dealings with thecustomer on the Company’s behalf; (b) he was responsible for supervising or coordinating thedealings between the Company and the customer; or (c) he obtained Proprietary Information aboutthe customer as a result of his association with the Company.     9.4 Nonsolicitation of Employees.  The Executive agrees that during his employmentwith the Company and for one (1) year after his Date of Termination, the Executive will not,directly or indirectly, solicit or attempt to recruit or hire any employees of the Company or itsAffiliates who were employed by the Company or its Affiliates at any time during the last year ofthe Executive’s employment with the Company and who are actively employed by the Company or itsAffiliates at the time of the solicitation or attempted solicitation, to provide services similarto those performed by the employee for the Company on behalf of, or for the purpose of engaging inemployment with, a competitor of the Company.     9.5 Nondisclosure of Trade Secrets and Proprietary Information. Except to the extentreasonably necessary for Executive to perform his duties for the Company, the Executive shall not,directly or indirectly, furnish or disclose to any person, or use in any way, any trade secrets ofthe Company or its Affiliates, for so long as such trade secrets remain “trade secrets” underapplicable state law. Except to the extent reasonably necessary for Executive to perform hisduties for the Company, Executive shall not, during his employment with the Company or followingthe Executive’s Date of Termination, directly or indirectly, furnish or disclose to any person, oruse in any way, for personal benefit or the benefit of others, any Proprietary Information of theCompany or its Affiliates.     9.6 No Disparagement*.*The Executive agrees that he shall not make any untrue ordisparaging statement or criticism, written or oral, nor take any action which is adverse to theinterests of the Company or that would cause the Company or its current and former officers,directors, or employees embarrassment or humiliation or otherwise cause or contribute to suchpersons being held in disrepute by the public or the Company’s customers or employees. From andafter the Date of Termination, the Executive shall refrain from discussing the terms and conditionsof the termination of his employment with any employee or customer of the Company or with anyreporter, media contacts or any form of public media, unless such communication is previouslyapproved by the General Counsel of the Company.   CRELLIN EMPLOYMENT AGREEMENT Page 17
 

 
     9.7 Reasonableness*.*Executive has carefully considered the nature and extent of therestrictions upon his and the rights and remedies conferred on the Company under this Agreement,and Executive hereby acknowledges and agrees that:     (a) the restrictions and covenants contained herein, and the rights and remedies conferredupon the Company, are necessary to protect the goodwill and other value of the business of theCompany;     (b) the restrictions places upon Executive hereunder are fair and reasonable in time andterritory, will not prevent him from earning a livelihood, and place no greater restraint upon theExecutive than is reasonably necessary to secure the business and goodwill of the Company;     (c) the Company is relying upon the restrictions and covenants contained herein in continuingto make available to Executive information concerning the business of the Company;     (d) Executive’s employment hereunder places him in a position of confidence and trust with theCompany and its employees, customers and suppliers; and     (e) the provisions of this section shall be interpreted so as to protect the ProprietaryInformation, and to secure for the Company the exclusive benefits of the work performed on behalfof the Company by the Executive under this Agreement, and not to unreasonably limit his ability toengage in employment and consulting activities in noncompetitive areas which do not endanger theCompany’s legitimate interests expressed in this Agreement.     9.8 Remedy for Breach.  Executive acknowledges and agrees that his breach of any ofthe covenants contained in this Article of this Agreement will cause irreparable injury to theCompany and that remedies at law available to the Company for any actual or threatened breach bythe Executive of such covenants will be inadequate and that the Company shall be entitled tospecific performance of the covenants in this Article or injunctive relief against activities inviolation of this Article by temporary or permanent injunction or other appropriate judicialremedy, writ or order, without the necessity or proving actual damages. This provision withrespect to injunctive relief shall not diminish the right of the Company to claim and recovermonetary damages against the Executive for any breach of this Agreement, in addition to injunctiverelief. In the event of any breach by the Executive, the Company shall be entitled to immediatelycease any and all payments and benefits being provided to the Executive and/or his family and toseek repayment from the Executive of any severance payments previously paid to him under thisAgreement. The Executive acknowledges and agrees that the covenants contained in this Articleshall be construed as agreements independent of any other provision of this or any other contractbetween the parties hereto, and that the existence of any claim or cause of action by the Executiveagainst the Company, whether predicated upon this or any other contract, shall not constitute adefense to the enforcement by the Company of said covenants.   CRELLIN EMPLOYMENT AGREEMENT Page 18
 

 
**ARTICLE X****GENERAL RELEASE**     10.1 No payment of any kind or provision of any benefit provided under this Agreement shall bemade by the Company to the Executive following his Date of Termination prior to and unless theExecutive executes a general release of all claims that he, his family, heirs and assigns and anyrelated persons or entities may have against the Company. The release language shall besubstantially in the form attached as Exhibit “A” to this Agreement. It is understood and agreedthat the Executive’s execution of the general release of claims shall not include a release of (i)the right to payment of or provision of coverage under any vested, nonforfeitable benefits to whichthe Executive (or a beneficiary of the Executive) may be entitled under the terms and provisions ofany employee benefit plan, program, practice or policy of the Company as of the Date ofTermination; (ii) any rights to indemnification under the articles or by-laws of the Company, (iii)rights under any policy of directors and officers liability insurance that covers or has coveredthe Executive; and (iv) any right or claim as a stockholder of the Company.**ARTICLE XI****SUCCESSORS**     11.1 This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’sestate.     11.2 This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.     11.3 The Company shall require any successor and assign (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to assume expressly and agree to perform thisAgreement in the same manner and to the same extent that the Company would be required to performit if no such succession had taken place.**ARTICLE XII****MISCELLANEOUS**     12.1 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Delaware, without reference to principles of conflict of laws. Thecaptions of this Agreement are not part of the provisions hereof and shall have no   CRELLIN EMPLOYMENT AGREEMENT Page 19
 

 
force or effect. This Agreement may not be amended or modified otherwise than by a writtenagreement executed by the parties hereto or their respective successors and legal representatives.     12.2 Notices. All notices and other communications hereunder shall be in writing andshall be given by hand delivery to the other party or by registered or certified mail, returnreceipt requested, postage prepaid, addressed as follows:   If to the Executive If to the Company:   Alan W. Crellin US Airways, Inc.  US Airways Group, Inc.At Most Recent Address on File in 2345 Crystal DriveCompany Records Arlington, Virginia 22227  Attention: Executive Vice President, General  Counsel and Secretary     America West Holdings Corporation  111 West Rio Salado Parkway  Tempe, AZ 85281  Attention: Senior Vice President, General  Counselor to such other address as either party shall have furnished to the other in writing in accordanceherewith. Notice and communications shall be effective when actually received by the addressee.     12.3 Invalidity of Any Provision. It is the intention of the parties hereto that theprovisions of this Agreement shall be enforced to the fullest extent permissible under the laws ofeach state and jurisdiction in which such enforcement is sought, but that the unenforceability (orthe modification to conform with such laws) of any provision hereof shall not render unenforceableor impair the remainder of this Agreement which shall be deemed amended to delete or modify, asnecessary, the invalid or unenforceable provisions. The parties further agree to alter the balanceof this Agreement in order to render the same valid and enforceable. The terms of the restrictivecovenant provisions of this Agreement shall be deemed modified to the extent necessary to beenforceable and, specifically, without limiting the foregoing, if the term of the applicablerestrictive covenant is too long to be enforceable, it shall be modified to encompass the longestterm which is enforceable and, if the scope of the geographic area of the applicable restrictivecovenant is too great to be enforceable, it shall be modified to encompass the greatest area thatis enforceable.     12.4 Waiver of Breach*.*The waiver of a breach of any provision of this Agreement by aparty hereto shall not operate or be construed as a waiver of any subsequent breach by the otherparty hereto.   CRELLIN EMPLOYMENT AGREEMENT Page 20
 

 
     12.5 Entire Agreement*.*This Agreement contains the entire agreement of the partieswith respect to the subject matter hereof. All understanding and agreements (whether written ororal, including an oral offer of employment or written offer letter) heretofore made between theparties hereto with respect to the subject matter of this Agreement are superseded by thisAgreement and this Agreement alone fully and completely expresses all agreements between theparties related to the subject matter. This Agreement may not be changed orally but only by anamendment in writing signed by both parties. Upon execution of this Agreement, the Executivehereby waives any rights and claims he may have under any prior understandings and/or agreementsrelated to his employment (other than those preserved by Section 10.1 hereof), including but notlimited to any rejection damage claims provided under 11 U.S.C. Section 365.     12.6 Survival of Provisions.  The provisions of Article IX — Restrictive Covenantsshall survive termination of this Agreement.     12.7 Captions.  The captions appearing in this Agreement are inserted only as a matterof convenience and in no way define, limit, construe or describe the scope or intent of anyprovisions of this Agreement or in any way affect this Agreement.     **IN WITNESS WHEREOF**, the Executive has hereunto set his hand and, pursuant to the authorizationfrom its Board of Directors, the Company has caused these presents to be executed in its name onits behalf, all as of the day and year first above written.         **EXECUTIVE:**            ALAN W. CRELLIN                  **US AIRWAYS, INC.**           By:             Title:              CRELLIN EMPLOYMENT AGREEMENT Page 21
 

 
**EXHIBIT “A”****GENERAL RELEASE**     **FOR AND IN CONSIDERATION**of the payments and benefits provided to ALAN W. CRELLIN (the“Executive”) by US AIRWAYS, INC., a Delaware corporation (the “Company”) under the terms andconditions of that certain Employment Agreement dated the 27th day of September, 2005, upon theExecutive’s Date of Termination, and other good and valuable consideration, the sufficiency ofwhich is hereby acknowledged, the Executive does hereby, for and on behalf of himself, his heirs,assigns and all related entities and persons (“Executive’s Releasing Parties”), fully and finallyrelease, acquit and forever discharge the Company and its parent company, subsidiaries, divisions,affiliates, successors and assigns, as well as its and their officers, directors, employees,shareholders, insurers and all related entities and persons, all employee benefit plans of theCompany and all employee benefit plans of its related entities, and such plans’ related entitiesand persons (collectively, “Company Released Parties”), of and from any and all claims,counterclaims, actions, causes of action, demands, rights, damages, costs, expenses or compensationwhich the Executive’s Releasing Parties now have, or may have, or may hereafter claim to have hadas of the Date of Termination, whether developed or undeveloped, anticipated or unanticipated,based on any acts, omissions, transactions or occurrences whatsoever occurring prior to and/or upuntil the Date of Termination, and specifically, but not by way of limitation, from those claimswhich are, or arise by reason of, or are in any way connected with, or which are or may be based inwhole or in part on the employment relationship which existed between the Executive and the Companyand the termination of that employment relationship, including, without limitation, (i) thoseclaims arising under any foreign, federal, state, county or municipal fair employment practices actand/or any law, ordinance or regulation promulgated by any foreign, federal, state, county,municipality or other state subdivision; (ii) those claims for breach of duty and/or impliedcovenant of good faith and fair dealing; (iii) those claims for interference with and/or breach ofcontract (express or implied, in fact or in law, oral or written); (iv) those claims forretaliatory or wrongful discharge of any kind; (v) those claims for intentional or negligentinfliction of emotional distress or mental anguish; (vi) those claims for outrageous conduct; (vii)those claims for interference with business relationships, contractual relationships or employmentrelationships of any kind; (viii) those claims for breach of duty, fraud, fraudulent inducement tocontract, breach of right of privacy, libel, slander, or tortious conduct of any kind; (ix) thoseclaims arising under Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 1991and/or 42 U.S.C. Section 1981; (x) those claims arising under any state or federal handicap ordisability discrimination law or act, including but not limited to the Rehabilitation Act of 1973and the Americans with Disabilities Act; (xi) those claims arising from any damages suffered at anytime by reason of the effects or continued effects of any alleged or actual discriminatory orwrongful acts; (xii) those claims arising under or in reliance upon any statute, regulation, ruleor ordinance (local, state or federal); (xiii) those claims arising under Employment RetirementIncome Security Act of 1974, as amended, and/or the Family and Medical Leave Act; (xiv) thoseclaims arising under the workers’ compensation laws of any state or other jurisdiction; and (xv)   CRELLIN EMPLOYMENT AGREEMENT Page 22
 

 
any and all other claims arising under law or in equity in the United States of America or inany foreign jurisdiction.     The Executive hereby acknowledges that he is knowingly and voluntarily waiving and releasingany rights he may have under the Age Discrimination in Employment Act (“ADEA”) and that theconsideration given under the Employment Agreement for this General Release is in addition toanything of value to which he was already entitled. He further acknowledges that he has beenadvised by this writing, as required by the ADEA, that: (A) the waiver and release do not apply toany rights or claims that may arise on or after the date he executes this Release; (B) he has theright to consult with an attorney prior to executing this Release;(C) he has     twenty-one (21) days to consider this Release (although he may choose to voluntarily execute thisRelease earlier); (D) he has seven (7) days following his execution of this Release to revoke theRelease; and (E) this Release shall not be effective until the date upon which the revocationperiod has expired, which shall be the eighth day after he executes this Release.     Agreed to, acknowledged and executed by the Executive this 15th day of November, 2006.             Signature of Executive     CRELLIN EMPLOYMENT AGREEMENT Page 23