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                                                                   Exhibit 10.21


                     AMERICA WEST 1994 INCENTIVE EQUITY PLAN

                  AMENDED AND RESTATED EFFECTIVE JULY 27, 2000

        (INCORPORATES FIRST, SECOND, THIRD, FOURTH AND FIFTH AMENDMENTS)


      America West Airlines, Inc., a Delaware corporation ("AWA"), established
the America West Airlines, Inc. 1994 Incentive Equity Plan (this "Plan"),
effective as of December 1, 1994. Pursuant to that certain Agreement and Plan of
Merger, dated as of December 19, 1996, among AWA, America West Holdings
Corporation, a Delaware corporation and a wholly-owned subsidiary of AWA
("Holdings"), and AWA Merger, Inc., a Delaware corporation and a wholly-owned
subsidiary of Holdings ("Merger Sub"), Merger Sub has merged with and into AWA
(the "Merger"), as a result of which AWA has become a wholly-owned subsidiary of
Holdings (the "Reorganization"). In connection with the Reorganization, (a) AWA
has assigned this Plan to Holdings and Holdings has assumed the obligations of
AWA under this Plan (such assignment and assumption becoming effective
immediately prior to the effectiveness of the Merger) and (b) this Plan is
amended and restated in its entirety as hereinafter provided (such amendment and
restatement becoming effective immediately prior to the effective of the
Merger), to provide, among other things, that (i) effective immediately prior to
the effectiveness of the Merger, Holdings shall replace AWA as the "Company"
under this Plan, and (ii) effective as of the effectiveness of the Merger, all
Awards outstanding immediately prior to the effectiveness of the Merger shall
automatically became Awards with respect to the Class B common stock, par value
$0.01 per share, of Holdings, without any other change in the terms of such
Awards (as defined in Paragraph 2).

      1. PURPOSE. The purpose of the Plan is to promote the interests of the
Company by encouraging employees of the Company and its Subsidiaries (as defined
in Paragraph 2) and the Nonemployee Directors (as defined in Paragraph 2) of the
Company to acquire or increase their equity interests in the Company and to
provide a means whereby employees may develop a sense of proprietorship and
personal involvement in the development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its
stockholders. The Plan is also contemplated to enhance the ability of the
Company and its Subsidiaries to attract and retain the services of individuals
who are essential for the growth and profitability of the Company.

      2. DEFINITIONS. As used in this Plan:

            (a) "Appreciation Right" means a right granted pursuant to Paragraph
5.

            (b) "Award" means an Appreciation Right, an Option Right, a Director
Option, Phantom Shares, a Performance Unit, Bonus Stock, Restricted Stock, or a
Cash Tax Right (each as defined in this paragraph).

            (c) "Board" means the board of directors of the Company.

            (d) "Bonus Stock" means unrestricted shares of Common Stock granted
pursuant to Paragraph 9.


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            (e) "Cash Tax Right" means a right granted pursuant to Paragraph 10.

            (f) "Change in Control" shall occur if:

                  (i) the individuals who, upon consummation of the
Reorganization, constitute the Board (the "Incumbent Board"), cease for any
reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the Reorganization whose
election, or nomination for election by the Company's stockholders, was approved
by a vote of at least two-thirds of the directors then comprising the Incumbent
Board shall be considered as though such an individual were a member of the
Incumbent Board; or

                  (ii) any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)
acquires (directly or indirectly) the beneficial ownership (within the meaning
of Rule 13d-3 promulgated under such Act) of more than 50% of the combined
voting power of the then outstanding voting securities of AWA or Holdings
entitled to vote generally in the election of directors ("Voting Power"); or

                  (iii) any share of Common Stock or any other voting securities
of the Company shall be purchased pursuant to a tender or exchange offer (other
than a tender or exchange offer made by the Company); or

                  (iv) the Company's stockholders shall approve a merger or
consolidation, sale or disposition of all or substantially all of the Company's
assets or a plan of liquidation or dissolution of the Company, other than (A) a
merger or consolidation in which the voting securities of the Company
outstanding immediately prior thereto will become (by operation of law), or are
to be converted into, voting securities of the surviving corporation or its
parent corporation immediately after such merger or consolidation that are owned
by the same person or entity or persons or entities as immediately prior thereto
and possess at least 75% of the Voting Power held by the voting securities of
the surviving corporation or its parent corporation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 50% of the Voting
Power; or

                  (v) the stockholders of the Company shall approve a merger,
consolidation, reorganization, disposition of assets, liquidation or other
transaction (or series of related transactions) in which neither the Company nor
AWA will survive as a publicly-owned corporation whose common stock is
registered under the Exchange Act; or

                  (vi) Holdings or AWA shall sell or otherwise dispose of, or
shall enter into a transaction or series of related transactions providing for
the sale or other disposition of, or the stockholders of Holdings or AWA shall
approve a transaction or series of related transactions providing for the sale
or other disposition of, all or substantially all of the stock or assets of AWA.

            (g) "Code" means the Internal Revenue Code of 1986, as in effect
from time to time.


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            (h) "Committee" means the Compensation/Human Resources Committee of
the Board.

            (i) "Common Stock" means the Class B Common Stock, $0.01 par value,
of the Company or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Paragraph 13.

            (j) "Company" means (i) immediately prior to the effectiveness of
the Merger, Holdings, and (ii) at all times prior to such time, AWA.

            (k) "Date of Grant" means (i) with respect to an Award other than a
Director Option or an automatic grant of Common Stock pursuant to Paragraph
11(d), the date specified by the Committee on which such Award will become
effective (which date will not be earlier than the date on which the Committee
takes action with respect thereto), (ii) with respect to a Director Option, the
automatic grant date as provided in Paragraph 11(a) or 11(b) and (iii) with
respect to a grant of Common Stock to a Nonemployee Director pursuant to
Paragraph 11(d), the automatic grant date as provided in Paragraph 11(d).

            (l) "Deferral Account" means the account established and maintained
by the Company for deferral of Stock Option Gain by a Deferral Participant.
Deferral Accounts will be maintained solely as bookkeeping entries to evidence
unfunded obligations of the Company.

            (m) "Deferral Participant" means any Participant who is a member of
a select group of management or highly compensated employees of the Company or
any Subsidiary, who is designated by the Committee as a Deferral Participant and
who makes a Stock Option Gain deferral election pursuant to Paragraph 15.

            (n) "Director Option" means the right to purchase a share of Common
Stock upon exercise of an option granted pursuant to Paragraph 11.

            (o) "Dividend Equivalent" means, with respect to a Phantom Share, an
amount equal to the amount of any dividends that are declared and become payable
after the Date of Grant for such Award and on or before the date such Award is
paid or forfeited, as the case may be.

            (p) "Grant Price" means the price per share of Common Stock at which
an Appreciation Right not granted in tandem with an Option Right is granted.

            (q) "Management Objectives" means the objectives, if any,
established by the Committee that are to be achieved with respect to an Award
granted under this Plan, which may be described in terms of Company-wide
objectives, in terms of objectives that are related to performance of the
division, Subsidiary, department or function within the Company or a Subsidiary
in which the Participant receiving the Award is employed or in individual or
other terms, and which will relate to the period of time determined by the
Committee. The Management Objectives intended to qualify under Section 162(m) of
the Code shall be with respect to one or more of the following: (i) earnings
before interest, taxes, depreciation and amortization expenses ("EBITDA"); (ii)
earnings before interest and taxes ("EBIT"); (iii) EBITDA, EBIT or earnings
before taxes and unusual or nonrecurring items as measured


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either against the annual budget or as a ratio to revenue or return on total
capital; (iv) total stockholder return; (v) stock price performance; (vi)
revenue per available seat mile; (vii) costs per available seat mile; and (viii)
customer satisfaction rating using the PLOG survey. Which objectives to use with
respect to an Award, the weighting of the objectives if more than one is used,
and whether the objective is to be measured against a Company-established budget
or target, an index or a peer group of airlines, shall be determined by the
Committee in its discretion at the time of grant of the Award. A Management
Objective need not be based on an increase or a positive result and may include,
for example, maintaining the status quo or limiting economic losses. The
Committee, in its sole discretion and without the consent of the Participant,
may amend an Award to reflect (1) a change in corporate capitalization, such as
a stock split or dividend, (2) a corporate transaction, such as a corporate
merger, a corporate consolidation, any corporate separation (including a spinoff
or other distribution of stock or property by a corporation), any corporate
reorganization (whether or not such reorganization comes within the definition
of such term in Section 368 of the Code), or (3) any partial or complete
corporate liquidation. With respect to an Award that is subject to Management
Objectives, the Committee must first certify that the Management Objectives have
been achieved before the Award may be paid.

            (r) "Market Value per Share" means, at any date, the closing sale
price per share of the Common Stock on that date (or, if there are no sales on
that date, the last preceding date on which there was a sale) in the principal
market in which the Common Stock is traded.

            (s) "Nonemployee Director" means a director of the Company who is
not also an employee of the Company or a Subsidiary.

            (t) "Option Price" means the purchase price per share payable on
exercise of an Option Right or Director Option.

            (u) "Option Right" means the right to purchase a share of Common
Stock upon exercise of an option granted pursuant to Paragraph 4.

            (v) "Participant" means an employee of the Company or any of its
Subsidiaries who is selected by the Committee to receive an Award under any of
Paragraphs 4 through 10 and 14, and shall also include a Nonemployee Director
who has received an automatic grant of Director Options pursuant to Paragraph
11(a) or 11(b) or an automatic grant of Common Stock pursuant to Paragraph
11(d).

            (w) "Performance Unit" means a unit equivalent to $100 (or such
other value as the Committee determines) awarded pursuant to Paragraph 8.

            (x) "Phantom Shares" means notional shares of Common Stock awarded
pursuant to Paragraph 7.

            (y) "Restricted Stock" means shares of Common Stock granted or sold
pursuant to Paragraph 6 as to which neither the ownership restrictions nor the
restriction on transfers referred to therein has expired.


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            (z) "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from time to
time.

            (aa) "Spread" means the amount determined by multiplying (a) the
excess of the Market Value per Share on the date when an Appreciation Right is
exercised over the Option Price provided for in the related Option Right, or if
there is no tandem Option Right, the Grant Price provided for in the
Appreciation Right by (b) the number of shares of Common Stock in respect of
which the Appreciation Right is exercised.

            (bb) "Stock Option Gain" means, pursuant to the exercise of an
Option Right not intended to qualify as an incentive stock option under Section
422 of the Code, the shares of Common Stock representing the difference between
the aggregate Market Value per Share of shares of Common Stock subject to the
Option Right on the date of exercise less the aggregate Option Price, if, and
only if, the aggregate Option Price is paid with shares of Common Stock already
owned by the Deferral Participant, as described in Paragraph 4(c)(ii) and in
Revenue Ruling 80-244, 1980-2 C.B. 234.

(cc) "Subsidiary" means, at any time, any corporation in which at the time the
Company then owns or controls, directly or indirectly, not less than 50% of the
total combined voting power represented by all classes of stock issued by such
corporation.

      3. SHARES AVAILABLE UNDER PLAN. Subject to adjustments as provided in
Paragraph 13, (i) 7,500,000 is the maximum number of shares of Common Stock
which may be issued or transferred and covered by all outstanding Awards under
this Plan, of which number no more than 1,500,000 shares will be issued or
transferred as Restricted Stock or Bonus Stock and (ii) 350,000 is the maximum
number of shares of Common Stock which may be issued pursuant to or covered by
Option Rights and Appreciation Rights granted under this Plan to any one
Participant during any calendar year. Such shares may be shares of original
issue or any combination of the foregoing. Upon the exercise of an Option Right
pursuant to which Stock Option Gain is deferred under Paragraph 15, the number
of shares representing Stock Option Gain will be deemed to have been issued
under this Plan for purposes of this Paragraph 3; and transfer of shares in
respect of the settlement of a Deferral Account pursuant to Paragraph 15 shall
not be deemed to be the transfer of additional shares under this Paragraph 3.
Upon exercise of any Appreciation Rights or the payment of any Phantom Shares,
there will be deemed to have been delivered under this Plan for purposes of this
Paragraph 3 the number of shares of Common Stock covered by the Appreciation
Rights or equal to the Phantom Shares, as applicable, regardless of whether such
Appreciation Rights or Phantom shares were paid in cash or shares of Common
Stock. Subject to the provisions of the preceding sentence, any shares of Common
Stock which are subject to Option Rights, Appreciation Rights, or Phantom Shares
awarded or sold as Restricted Stock that are terminated, unexercised, forfeited
or surrendered or which expire for any reason will again be available for
issuance under this Plan, unless, with respect to Restricted Stock, the
Participant has received benefits of ownership with respect to such shares, such
as dividends, but not including voting rights.

      4. OPTION RIGHTS. The Committee may from time to time authorize grants to
any Participant of options to purchase shares of Common Stock upon such terms
and conditions as it may determine in accordance with the following provisions:


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            (a) Each grant will specify the number of shares of Common Stock to
which it pertains.

            (b) Each grant will specify its Option Price, which may not be less
than 100% of the Market Value per Share on the Date of Grant.

            (c) Each grant will specify that the Option Price will be payable
(i) in cash by check acceptable to the Company, (ii) by the transfer to the
Company of shares of Common Stock already owned by the optionee having an
aggregate Market Value per Share at the date of exercise equal to the aggregate
Option Price, (iii) from the proceeds of a sale through a broker of some or all
of the shares to which such exercise relates, or (iv) by a combination of such
methods of payment.

            (d) Successive grants may be made to the same Participant whether or
not any Option Rights previously granted to such Participant remain unexercised.

            (e) Each grant will specify the required period or periods of
continuous service by the Participant with the Company and/or any Subsidiary
and/or the Management Objectives (if any) to be achieved before the Option
Rights or installments thereof will become exercisable, and any grant may
provide for the earlier exercise of the Option Rights in the event of a Change
in Control or other corporate transaction or event or upon termination of the
Participant's employment due to death, disability, retirement or otherwise.

            (f) Each grant the exercise of which, or the timing of the exercise
of which, is dependent, in whole or in part, on the achievement of Management
Objectives may specify a minimum level of achievement in respect of the
specified Management Objectives below which no Options Rights will be
exercisable and may set forth a formula or other method for determining the
number of Option Rights that will be exercisable if performance is at or above
such minimum but short of full achievement of the Management Objectives.

            (g) Option Rights granted under this Plan may be (i) options which
are intended to qualify as incentive stock options under Section 422 of the
Code, (ii) options which are not intended to so qualify or (iii) combinations of
the foregoing.

            (h) Each grant shall specify the period during which the Option
Right may be exercised, but no Option Right will be exercisable more than ten
years from the Date of Grant.

            (i) Each grant of Option Rights will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to the
Participant and containing such terms and provisions, consistent with this Plan,
as the Committee may approve.

      5. APPRECIATION RIGHTS. The Committee may also from time to time authorize
grants to any Participant of Appreciation Rights upon such terms and conditions
as it may determine in accordance with this Paragraph. Appreciation Rights may
be granted in tandem with Option Rights or separate and apart from a grant of
Option Rights. An Appreciation Right will be a right of the Participant granted
such Award to receive from the Company, upon exercise, an amount which will be
determined by the Committee at the Date of Grant and will be expressed as a
percentage of the Spread (not exceeding 100%) at the time of exercise. An


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Appreciation Right granted in tandem with an Option Right may be exercise only
by surrender of the related Option Right. Each grant of an Appreciation Right
may utilize any or all of the authorizations, and will be subject to all of the
limitations, contained in the following provisions:

            (a) Each grant will state whether it is made in tandem with Option
Rights and, if not made in tandem with any Option Rights, will specify the
number of shares of Common Stock in respect of which it is made.

            (b) Each grant made in tandem with Option Rights will specify the
Option Price and each grant not made in tandem with Option Rights will specify
the Grant Price, which in either case will not be less than 100% of the Market
Value per Share on the Date of Grant.

            (c) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in (i) cash, (ii) shares of Common
Stock having an aggregate Market Value per Share equal to the Spread or a
percentage of the Spread, or (iii) any combination thereof, as determined by the
Committee in its sole discretion.

            (d) Any grant may specify that the amount payable on exercise of an
Appreciation Right may not exceed a maximum specified by the Committee at the
Date of Grant (valuing shares of Common Stock for this purpose at their Market
Value per Share at the date of exercise).

            (e) Each grant will specify the required period or periods of
continuous service by the Participant with the Company and/or any Subsidiary
and/or Management Objectives to be achieved before the Appreciation Rights or
installments thereof will become exercisable, and will provide that no
Appreciation Right may be exercised except at a time when the Spread is
positive, and with respect to any grant made in tandem with Option Rights, when
the related Option Right is also exercisable. Any grant may provide for the
earlier exercise of the Appreciation Rights in the event of a Change in Control
or other corporate transaction or event or upon the Participant's termination
due to death, disability or retirement.

            (f) Each grant the exercise of which, or the timing of the exercise
of which, is dependent, in whole or in part, on the achievement of Management
Objectives may specify a minimum level of achievement in respect of the
specified Management Objectives below which no Appreciation Rights will be
exercisable and may set forth a formula or other method for determining the
number of Appreciation Rights that will be exercisable if performance is at or
above such minimum but short of full achievement of the Management Objectives.

            (g) Each grant of an Appreciation Right will be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant receiving the grant, which agreement will describe
such Appreciation Right, identify any Option Right granted in tandem with such
Appreciation Right, state that such Appreciation Right is subject to all the
terms and conditions of this Plan and contain such other terms and provisions,
consistent with this Plan, as the Committee may approve.

      6. RESTRICTED STOCK. The Committee may also from time to time authorize
grants or sales to any Participant of Restricted Stock upon such terms and
conditions as it may determine in accordance with the following provisions:


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            (a) Each grant or sale will constitute an immediate transfer of the
ownership of shares of Common Stock to the Participant in consideration of the
performance of services, entitling such Participant to voting and other
ownership rights, but subject to the restrictions hereinafter referred to. Each
grant or sale may limit the Participant's dividend rights during the period in
which the shares of Restricted Stock are subject to any such restrictions.

            (b) Each grant or sale will specify the Management Objectives, if
any, that are to be achieved in order for the ownership restrictions to lapse.
Each grant or sale that is subject to the achievement of Management Objectives
will specify a minimum acceptable level of achievement in respect of the
specified Management Objectives below which the shares of Restricted Stock will
be forfeited and may set forth a formula or other method for determining the
number of shares of Restricted Stock with respect to which restrictions will
lapse if performance is at or above such minimum but short of full achievement
of the Management Objectives.

            (c) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.

            (d) Each such grant or sale will provide that the shares of
Restricted Stock covered by such grant or sale will be subject, for a period to
be determined by the Committee at the Date of Grant, to one or more
restrictions, including, without limitation, a restriction that constitutes a
"substantial risk of forfeiture" within the meaning of Section 83 of the Code
and the regulations thereunder, and any grant or sale may provide for the
earlier termination of such period in the event of a Change in Control or other
corporate transaction or event or upon termination of the Participant's
employment due to death, disability, retirement or otherwise.

            (e) Each such grant or sale will provide that during the period for
which such restriction or restrictions are to continue, the transferability of
the Restricted Stock will be prohibited or restricted in a manner and to the
extent prescribed by the Committee at the Date of Grant (which restrictions may
include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Stock to continuing restrictions
in the hands of any transferee).

            (f) Each grant or sale of Restricted Stock will be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and containing such terms and provisions, consistent
with this Plan, as the Committee may approve.

            (g) Unless otherwise approved by the Committee, certificates
representing shares of Common Stock transferred pursuant to a grant of
Restricted Stock will be held in escrow pursuant to an agreement satisfactory to
the Committee until such time as the restrictions on transfer have expired or
the shares have been forfeited.

            (h) The maximum number of shares of Restricted Stock that may be
granted or sold to any one Participant in any calendar year is 150,000 shares.


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      7. PHANTOM SHARES. The Committee may also from time to time authorize
grants to any Participant of Phantom Shares upon such terms and conditions as it
may determine in accordance with the following provisions:

            (a) Each grant will specify the number of Phantom Shares to which it
pertains and the payment or crediting of any Dividend Equivalents with respect
to such Phantom Shares.

            (b) Each grant will specify the Management Objectives, if any, that
are to be achieved in order for the Phantom Shares to be earned. Each grant that
is subject to the achievement of Management Objectives will specify a minimum
acceptable level of achievement in respect of the specified Management
Objections below which the Phantom Shares will be forfeited and may set forth a
formula or other method for determining the number of Phantom Shares to be
earned if performance is at or above such minimum but short of full achievement
of the Management Objectives.

            (c) Each grant will specify the time and manner of payment of
Phantom Shares which have been earned, which payment may be made in (i) cash,
(ii) shares of Common Stock or (iii) any combination thereof, as determined by
the Committee in its sole discretion.

            (d) Each grant of Phantom Shares will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to and accepted
by the Participant and containing such terms and provisions, consistent with
this Plan, as the Committee may approve, including provisions relating to a
Change in Control or other corporate transaction or event or upon the
Participant's termination due to death, disability or retirement.

            (e) The maximum number of Phantom Shares that may be granted to any
one Participant in any calendar year is 150,000 shares.

      8. PERFORMANCE UNITS. The Committee may also from time to time authorize
grants to any Participant of Performance Units upon such terms and conditions as
it may determine in accordance with the following provisions:

            (a) Each grant will specify the number of Performance Units to which
it pertains.

            (b) Each grant will specify the Management Objectives that are to be
achieved in order for the Performance Units to be earned. Each grant will
specify a minimum acceptable level of achievement in respect of the specified
Management Objectives below which no payment will be made and may set forth a
formula or other method for determining the amount of payment to be made if
performance is at or above such minimum but short of full achievement of the
Management Objective.

            (c) Each grant will specify the time and manner of payment of
Performance Units which have become payable, which payment may be made in (i)
cash, (ii) shares of Common Stock having an aggregate Market Value per Share
equal to the aggregate value of the Performance Units which have become payable
or (iii) any combination thereof, as determined by the Committee in its sole
discretion at the time of payment.


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            (d) Each grant of a Performance Unit will be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and containing such terms and provisions, consistent
with this Plan, as the Committee may approve, including provisions relating to a
Change in Control or other corporate transaction or event or upon the
Participant's termination of employment due to death, disability, retirement or
otherwise.

            (e) The maximum amount of compensation that may be subject to any
Performance Unit grant made to any one Participant in any calendar year is $1.5
million.

      9. BONUS STOCK. The Committee may also from time to time authorize grants
to any Participant of Bonus Stock, which shall constitute a transfer of shares
of Common Stock, without other payment therefor, as additional compensation for
the Participant's services to the Company or its Subsidiaries.

      10. CASH TAX RIGHTS.

            (a) The Committee may also from time to time authorize grants to any
Participant of Cash Tax Rights upon such terms and conditions as it may
determine in accordance with this Paragraph. Cash Tax Rights may be granted in
tandem with any Award that is payable in shares of Common Stock. A Cash Tax
Right will be the right of the Participant granted such Award to receive from
the Company, upon receipt of shares of Common Stock pursuant to the tandem
Award, an amount of cash, which will be determined by the Committee at the Date
of Grant and will be expressed as a percentage of the Market Value per Share
(not exceeding 100%) of each share of Common Stock received upon payment of the
tandem Award.

            (b) Each grant of a Cash Tax Right will (i) state the Award it is
made in tandem with and will specify the percentage of the Market Value per
Share that shall be payable in cash and (ii) be evidenced by an agreement
extended on behalf of the Company by any officer and delivered to and accepted
by the Participant and containing such terms and provisions, consistent with
this Plan, as the Committee may approve, including provisions relating to a
Change in Control or other corporate transaction or event or upon the
Participant's termination of employment due to death, disability, retirement or
otherwise.

      11. DIRECTOR OPTIONS, ETC.

            (a) Each Nonemployee Director who serves in such capacity on
December 31, 1994 shall automatically receive, on such date, a Director Option
for 3,000 shares of Common Stock. Each Nonemployee Director who is elected or
appointed to the Board for the first time after the effective date of this Plan
shall automatically receive, on the date of his or her election or appointment,
a Director Option for 3,000 shares of Common Stock.

            (b) On the date following the regular meeting of the stockholders of
the Company in each year that this Plan is in effect (commencing with the 1995
annual meeting of stockholders), each Nonemployee Director who is in office on
that day and who was not elected for the first time at such annual meeting shall
automatically receive a Director Option of 3,000 shares of Common Stock.


                                      10.
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            (c) Each Director Option will be subject to all of the limitations
contained in the following provisions:

                  (i) Each Director Option shall become exercisable (vested) on
the first day that is more than six months following its Date of Grant; provided
that in no event shall any Director Option be excisable prior the approval of
this Plan by the Company's stockholders.

                  (ii) The Option Price of each Director Option shall be the
Market Value per Share on its Date of Grant.

                  (iii) Each Director Option that is vested may be exercised in
full at one time or in part from time to time by giving written notice to the
Company, stating the number of shares of Common Stock with respect to which the
Director Option is being exercised, accompanied by payment in full of the Option
Price for such shares, which payment may be (A) in cash by check acceptable to
the Company, (B) by the transfer to the Company of shares of Common Stock
already owned by the optionee having an aggregate Market Value per Share at the
date of exercise equal to the aggregate Option Price, (C) from the proceeds of a
sale through a broker of some or all of the shares to which such exercise
relates or (D) by a combination of such methods of payment.

                  (iv) Each Director Option shall expire ten years from the Date
of Grant thereof, but shall be subject to early termination as follows: Director
Options, to the extent exercisable as of the date a Nonemployee Director ceases
to be a director of the Company, must be exercised within three months of such
date; provided that if such termination from the Board results from the
Nonemployee Director's death, disability or retirement, then case the Director
Options must be exercised within three years from the date of such termination;
provided further that if within such three month period the Nonemployee Director
is appointed to serve on the Advisory Committee established by the Board of
Directors of May 20, 1998, then the Director Options must be exercised within
three months following the date on which he or she ceases to serve on such
Advisory Committee; but provided further, however, that in no event shall the
normal ten year expiration date of such Director Options be extended.

                  (v) In the event that the number of shares of Common Stock
available for grants under this Plan is insufficient at any time to make all
automatic grants of Director Options provided for at such time in Paragraphs
11(a) and 11(b) and all automatic grants of Common Stock provided for at such
time in Paragraph 11(d), then Paragraph 11(d) shall take precedence over
Paragraphs 11(a) and 11(b) so that all automatic grants of Common Stock then
required to be made under Paragraph 11(d) shall be made in full before any
automatic grants of Director Options are made at such time under Paragraphs
11(a) and 11(b). In the event that the number of shares of Common Stock
available for grants under this Plan is insufficient at any time to make all
automatic grants of Director Options provided for in Paragraphs 11(a) and 11(b)
at such time, then all Nonemployee Directors who are entitled to an automatic
grant of Director Options at such time shall share ratably in the number of
shares then available for grant under this Plan and shall have no right to
receive a grant with respect to the deficiencies in the number of available
shares.


                                      11.
<PAGE>   12
            (d) On December 31 in each year that this Plan is in effect
(commencing on December 31, 2000), each Nonemployee Director who is in office on
that day shall automatically receive, without additional consideration, a grant
of 1,000 shares of Common Stock; provided, however, that the annual grant to
any Nonemployee Director who has not been in office at all times during the
12-month period immediately prior to the Date of Grant shall be prorated based
on the number of whole months that such Nonemployee Director has been in office
during such 12-month period. Each such grant of Common Stock shall be subject to
the following terms and conditions:

                  (i) Each grant will constitute an immediate and nonforfeitable
transfer of the ownership of shares covered thereby to the Nonemployee Director
in consideration for services rendered by such Nonemployee Director, entitling
such Nonemployee Director to voting and other ownership rights.

                  (ii) In the event that the number of shares of Common Stock
available for grants under this Plan is insufficient at any time to make all
automatic grants of Common Stock provided for at such time in this Paragraph
11(d) and all automatic grants of Director Options provided for at such time in
Paragraphs 11(a) and 11(b), then this Paragraph 11(d) shall take precedence over
Paragraphs 11(a) and 11(b) so that all automatic grants of Common Stock then
required to be made under this Paragraph 11(d) shall be made in full before any
automatic grants of Director Options are made at such time under Paragraphs
11(a) and 11(b). In the event that the number of shares of Common Stock
available for grants under this Plan is insufficient at any time to make all
automatic grants of Common Stock provided for in this Paragraph 11(d) at such
time, then all Nonemployee Directors who are entitled to an automatic grant of
Common Stock under this Paragraph 11(d) at such time shall share ratably in the
number of shares then available for grant under this Plan and shall have no
right to receive a grant with respect to the deficiencies in the number of
available shares.

      12. TRANSFERABILITY.

            (a) Except as provided in subparagraph (b) below, no Award that has
not become payable or earned will be transferable by a Participant other than by
will or the laws of descent and distribution and Director Options, Option Rights
or Appreciation Rights will be exercisable during the Participant's lifetime
only by the Participant or by the Participant's guardian or legal
representative.

            (b) The Committee may, in its discretion, adopt rules or guidelines
under which any Award previously granted or to be granted to a Participant
(other than an incentive stock option) may be transferred (in whole or in part)
by the Participant to (i) the spouse, children or grandchildren of the
Participant ("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of the Immediate Family Members and, if applicable, the
Participant, (iii) a partnership in which such Immediate Family Members and, if
applicable, the Participant are the only partners or (iv) section 501(c)(3)
organizations. Following transfer, any such Awards shall continue to be subject
to the same terms and conditions as were applicable to the Award immediately
prior to transfer; provided, however, that no transferred Award shall be
exercisable or payable, as the case may be, unless arrangements satisfactory to
the Company have been made to satisfy any tax withholding obligations the
Company may have with respect


                                      12.
<PAGE>   13
to the Award. Effective January 1, 1999, transfers pursuant to this paragraph
are permitted for all senior vice presidents, presidents, the Chairman of the
Board and all non-employee members of the Board.

      13. ADJUSTMENTS. The Board shall make or provide for such adjustments in
the maximum number of shares specified in Paragraph 3, in the numbers of shares
of Common Stock covered by outstanding Director Options, Option Rights,
Appreciation Rights and Phantom Shares granted hereunder, in the Option Price or
Grant Price applicable to any such Director Options, Option Rights and
Appreciation Rights, in the value of Deferral Accounts and the deemed investment
thereof, and/or in the kind of shares covered thereby (including shares of
another issuer), as is equitably required to prevent dilution or enlargement of
the rights of Participants that otherwise would result from any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, merger, consolidation, reorganization, partial
or complete liquidation, issuance of writs or warrants to purchase securities or
any other corporation transaction or event having an effect similar to any of
the foregoing.

      14. RE-LOAD OPTIONS.

            (a) Without in any way limiting the authority of the Committee to
make or not to make grants of options hereunder, the Committee shall have the
authority (but not an obligation) to include as part of any option grant a
provision entitling the Participant to a further option (a "Re-Load Option") if
the Participant exercises the option, in whole or in part, by surrendering other
shares of Common Stock in accordance with this Plan and the terms and conditions
of the option grant, provided that the Participant has held such surrendered
shares of Common Stock for at least six (6) months. Only 50% of an option grant
or 100,000 shares, whichever is less, may be exercised in any year subject to
Re-Load Option pursuant to the provisions of this Paragraph 14. Any Re-Load
Option shall (i) provide for a number of shares equal to the number of shares
surrendered as part or all of the exercise price of an Option Right; (ii) have
an exercise price equal to the aggregate Market Value per Share on the date of
exercise of the Option Right, the exercise of which gave rise to such Re-Load
Option (the "Original Option Right"); (iii) have an expiration date which is ten
(10) years from the Date of Grant of the Original Option Right; (iv) have a
vesting schedule equal to one third (1/3) of the Re-Load Option grant for each
year following the date of such grant, assuming continued active employment
during such period, provided that the Re-Load Option shall be one hundred
percent (100%) vested upon the Participant's retirement or disability, assuming
continued active employment through the date of such retirement or disability,
and such retired or disabled Participant shall have three (3) years from the
date of termination of employment (but not beyond the Re-Load Option's
expiration date) to exercise such Re-Load Option; (v) be exercisable upon three
(3) months' written notice to the Committee made prior to exercise; and (vii) be
exercisable not more than once per year with the approval of the Committee.
Re-Load Options shall be subject to the same terms and conditions of the
Original Option Right unless otherwise stated in this Paragraph 14(a).

            (b) Any Re-Load option may be an option intended to qualify as an
incentive stock option under Section 422 of the Code or an option not intended
to so qualify, as the Committee may designate at the time of the grant of the
Original Option Right; provided,


                                      13.
<PAGE>   14
however, that the designation of any Re-Load Option as an incentive stock option
shall be subject to the one hundred thousand dollars ($100,000) annual
limitation on exercisability of incentive stock options described in Section
422(d) of the Code. There shall be no Re-Load Options on Re-Load Options. Any
Re-Load Option shall be subject to the availability of sufficient shares under
Paragraph 3 and the limitations on individual Participants' option grants under
Paragraph 3 and shall be subject to such other terms and conditions as the
Committee may determine which are not inconsistent with the express provisions
of the Plan regarding the terms of options.

      15. STOCK OPTION GAIN DEFERRAL.

            (a) Participation. Only Deferral Participants are eligible to make
an election pursuant to this Paragraph 15.

            (b) Deferrals. A Deferral Participant may elect to defer Stock
Option Gain pursuant to one or more Option Rights. All of the gain inherent in
an Option Right must be deferred, although the Option Right may be exercised in
parts.

                  (i) Elections. Once an election form, properly completed, is
received by the Committee, the election of the Deferral Participant shall be
irrevocable; provided, however, that the Committee may, in its discretion,
permit a Deferral Participant to elect a further deferral of amounts credited to
his or her Deferral Account by filing a later election form; provided further,
however, that, unless otherwise approved by the Committee, any election to defer
further amounts credited to a Deferral Account must be made at least one (1)
year prior to the date such amounts would otherwise be payable in the absence of
such later election and shall be void in the event of a Deferral Participant's
earlier termination of employment.

                  (ii) Date of Election. An election to defer Stock Option Gain
shall be made at least six (6) months prior to the exercise of an Option Right.
Accordingly, once a Deferral Participant has made such an election, the Deferral
Participant may not exercise the Option Right covered by the election for at
least six (6) months thereafter.

            (c) Deferral Accounts.

                  (i) Establishment; Crediting of Amounts Deferred. A Deferral
Account shall be established for each Deferral Participant, as directed by the
Committee. The amount of Stock Option Gain deferred with respect each Deferral
Account will be credited to such Deferral Account as of the date on which such
amount would have been paid to the Deferral Participant but for the Deferral
Participant's election to defer receipt hereunder. Amounts credited to a
Deferral Account shall be deemed invested in Common Stock, and the Deferral
Account accordingly shall fluctuate in value in accordance with the Market Value
per Share of Common Stock.

                  (ii) Adjustments. Amounts credited to a Deferral Account shall
be adjusted pursuant to the terms of Paragraph 13.


                                      14.
<PAGE>   15
            (d) Settlement of Deferral Accounts.

                  (i) Form of Payment. The Company shall settle a Deferral
Participant's Deferral Account, and discharge all of its obligations to pay
deferred compensation under this Paragraph 15 with respect to such Deferral
Account, by transferring to the Deferral Participant (or the Deferral
Participant's beneficiary or estate in the case of death) shares of Common Stock
equal in number (both whole and fractional) to the deemed Common Stock
investment of the Deferral Account.

                  (ii) Timing of Transfers. Transfers in settlement of a
Deferral Account shall be made as soon as practicable after the date specified
by the Deferral Participant in his or her election relating to such Deferral
Account, or earlier in the event of termination of employment, in the following
circumstances:

                        (1)   A single lump sum transfer or installment
transfers in settlement of any Deferral Account shall be made or commence, as
the case may be, as promptly as practicable following the Deferral Participant's
attainment of age 55, 60, or 65, in accordance with the Deferral Participant's
election made pursuant to Paragraph 15(b); provided, however, that a single lump
sum transfer shall be made in the event of the Deferral Participant's
termination of active employment, regardless of cause, prior to the transfer
date specified in such election. Installment transfers shall be made in
substantially equal amounts (i.e., substantially equal in terms of the number of
shares of Common Stock transferred) over five (5), ten (10) or fifteen (15)
years pursuant to the Deferral Participant's election made pursuant to Paragraph
15(b).

                        (2)   In the event of a Change in Control, a single
transfer in settlement of a Deferral Participant's entire Deferral Account shall
be made within fifteen (15) business days following the effective date such
Change in Control.

                        (3)   In the event of a Deferral Participant's death
prior to receiving all transfers to which he or she is entitled, the beneficiary
of the Deferral Participant, as last designated in writing on a form provided by
the Committee, or the Deferral Participant's estate (in the absence of such a
designation) shall receive the remaining transfers in accordance with the single
lump sum or installment method of transfer specified in the Deferral
Participant's election made pursuant to Paragraph 15(b); provided, however, that
such transfer shall be made or commence, as the case may be, within sixty (60)
business days following the date of the Deferral Participant's death and that a
single lump sum transfer shall be made in all cases in which transfers to the
Deferral Participant have not commenced prior to death.

                  (iii) Financial Hardship Transfers. Other provisions of the
Plan notwithstanding, if, upon the written application of a Participant, the
Committee determines that the Deferral Participant has a financial hardship of
such a substantial nature and beyond the individual's control that settlement of
amounts previously deferred under the Plan is warranted, the Committee may
direct the settlement of all or a portion of the balance of a Deferral Account
and the time and manner of such transfer. Financial hardship shall mean a severe
financial hardship to the Deferral Participant resulting from a sudden and
unexpected illness or accident of the Deferral Participant or his or her
dependent, loss of the Deferral Participant's property due to


                                      15.
<PAGE>   16
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Deferral Participant.

            (e) Statements. The Committee will furnish statements to each
Deferral Participant reflecting the amount credited to a Deferral Participant's
Account and transactions therein not less frequently than once each calendar
year.

            (f) Claims Procedure.

                  (i) Any application or request for the settlement of a
Deferral Account, inquiries about this Paragraph 15 or inquiries about present
or future rights under this Paragraph 15 (a "Claim") must be submitted to the
Committee at:

                        Compensation/Human Resources Committee
                        America West Airlines, Inc.
                        4000 E. Sky Harbor Boulevard
                        Phoenix, Arizona 85034-3899

or such other address as the Committee may from time to time specify.

                  (ii) If a Claim is denied in whole or in part, the Committee
must notify the applicant, in writing, of the denial of the application and of
the applicant's right to review the denial. The written notice of denial will be
set forth in a manner designed to be understood by the individual and will
include specific reasons for the denial, specific references to the provisions
of Plan upon which the denial is based, a description of any information or
material that the Committee needs to complete the review and an explanation of
the claims procedure of Paragraph 15(f).

                  (iii) This written notice will be given to the individual
within 90 days after the Committee receives the application, unless special
circumstances require an extension of time, in which case, the Committee shall
have up to an additional 90 days for processing the application. If an extension
of time for processing is required, written notice of the extension will be
furnished to the applicant before the end of the initial 90-day period.

                        (1) This notice of extension will describe the special
circumstances necessitating the additional time and the date by which the
Committee is to render its decision on the application. If written notice of
denial of the Claim is not furnished within the specified time, the application
shall be deemed to be denied. The applicant will then be permitted to appeal the
denial in accordance with the review procedure described below.

                  (iv) Any person (or that person's authorized representative)
for whom a Claim is denied (or deemed denied), in whole or in part, may appeal
the denial by submitting a request for a review to the Committee within 60 days
after the application is denied (or deemed denied). The Committee will give the
applicant (or his or her representative) an opportunity to review pertinent
documents in preparing a request for a review. A request for a review shall be
in writing and shall be addressed to the Committee at:


                                      16.
<PAGE>   17
                        Compensation/Human Resources Committee
                        America West Airlines, Inc.
                        4000 E. Sky Harbor Boulevard
                        Phoenix, Arizona 85034-3899

or such other address as the Committee may from time to time
specify.

                  (v) A request for review must set forth all of the grounds on
which it is based, all facts in support of the request and any other matters
that the applicant feels are pertinent. The Committee may require the applicant
to submit additional facts, documents or other material as it may find necessary
or appropriate in making its review.

                  (vi) The Committee will act on each request for review within
60 days after receipt of the request, unless special circumstances require an
extension of time (not to exceed an additional 60 days) for processing the
request for a review. If an extension for review is required, written notice of
the extension will be furnished to the applicant within the initial 60-day
period. The Committee will give prompt, written notice of its decision to the
applicant. If the Committee defers denial of a Claim in whole or in part, the
notice will outline, in a manner calculated to be understood by the applicant,
the specific provisions of this plan upon which the decision is based. If
written notice of the Committee's decision is not given to the applicant within
the time prescribed in this subparagraph (vi), the application will be deemed
denied on review.

                  (vii) The Committee will establish rules and procedures,
consistent with the Plan, this Paragraph 15 and Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), as necessary and
appropriate in carrying out its responsibilities in reviewing Claims. The
Committee may require an applicant who wishes to submit additional information
in connection with an appeal from the denial (or deemed denial) of a Claim to do
so at the applicant's own expense.

                  (viii) No legal action in respect of a Claim under this
Paragraph 15 may be brought until the claimant (i) has submitted a written Claim
in accordance with Paragraph 15(f)(i) above, (ii) has been notified by the
Committee that the application is denied (or the application is deemed denied
due to the Committee's failure to act on it within the established time period),
(iii) has filed a written request for a review of the application in accordance
with the appeal procedure described in Paragraph 15(f)(iii) above, and (iv) has
been notified in writing that the Committee has denied the appeal (or the appeal
is deemed to be denied due to the Committee's failure to take any action on the
claim within the time prescribed by Paragraph 15(f)(iv) above).

            (g) General Provisions.

                  (i) Limits on Transfers. Other than by will or the laws of
descent and distribution, no right, title or interest of any kind in a Deferral
Account shall be transferable or assignable by a Deferral Participant or his or
her Beneficiary, be subject to alienation, anticipation, encumbrance,
garnishment, attachment, levy, execution or other legal or equitable process, or
be subject to the debts, contracts, liabilities or engagements, or torts of any
Deferral


                                      17.
<PAGE>   18
Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer,
assign, pledge, garnish, attach or take any other action subject to legal or
equitable process or encumber or dispose of any interest in a Deferral Account
shall be void.

                  (ii) Receipt and Release. A transfer to any Deferral
Participant or Beneficiary in accordance with the provisions of this Paragraph
15 shall, to the extent thereof, be in full satisfaction of all claims for the
compensation or awards deferred pursuant to the Deferral Account to which the
transfer relates against the Company or any Subsidiary, and the Committee may
require such Deferral Participant or Beneficiary, as a condition to such
transfer, to execute a receipt and release to such effect.

                  (iii) Unfunded Status; Creation of Trusts. This Paragraph 15
is intended to constitute an "unfunded" plan for deferred compensation, and
Deferral Participants shall rely solely on the unsecured promise of the Company
for transfers hereunder with respect to any transfer not yet made to a Deferral
Participant. Nothing contained in this Paragraph 15 shall give a Deferral
Participant any rights that are greater than those of a general unsecured
creditor of the Company; provided, however, that the Committee may authorize the
creation of a trust or make other arrangements to meet the Company's obligations
under this Paragraph 15, which trust or other arrangements shall be consistent
with the "unfunded" status of such deferred compensation plan unless the
Committee otherwise determines with the consent of each affected Deferral
Participant.

                  (iv) Compliance. A Deferral Participant shall have no right to
receive any payment or transfer with respect to his or her Deferral Account
until legal and contractual obligations of the Company relating to this
Paragraph 15 and the making of such payment or transfer shall have been complied
with in full. In addition, the Company shall impose such restrictions on Common
Stock delivered to a Participant hereunder and any other interest constituting a
security as it may deem advisable in order to comply with the Securities Act of
1933, as amended, the requirements of the New York Stock Exchange or any other
stock exchange or automated quotation system upon which the Common Stock is then
listed or quoted, any state securities laws applicable to such a transfer, any
provision of the Company's Certificate of Incorporation or Bylaws, or any other
law, regulation, or binding contract to which the Company is a party.

                  (v) Other Participant Rights. No Deferral Participant shall
have any of the rights or privileges of a stockholder of the Company under this
Paragraph 15, including as a result of the deemed investment of a Deferral
Account in Common Stock or the creation of any trust and deposit of Common Stock
therein, except at such time as Common Stock may be actually delivered in
settlement of a Deferral Account. Subject to the limitations set forth in
Paragraph 15(g)(i) above, the terms and conditions of this Paragraph 15 shall
inure to the benefit of, and be binding upon, the parties hereto and their
successors and assigns.

                  (vi) Limitation. A Deferral Participant and his or her
Beneficiary shall assume all risk in connection with any decrease in value of
the Deferral Account, and neither the Company, any Subsidiary nor the Committee
shall be liable or responsible therefor.


                                      18.
<PAGE>   19
                  (vii) Effect on Cash Tax Rights. If an election under this
Paragraph 15 is made to defer the receipt of Stock Option Gain upon the exercise
of an Option Right pursuant to which a Cash Tax Right was awarded at the time of
grant according to the terms of Paragraph 10 above, such Cash Tax Right shall be
terminated upon the election to defer Stock Option Gain.

      16. FRACTIONAL SHARES. Except as otherwise provided in Paragraph 15(d)(i)
above, the Company will not be required to issue any fractional share of Common
Stock pursuant to this Plan. The Committee may provide for the elimination of
fractions or the settlement of fractions in cash.

      17. WITHHOLDING OF TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any grant or
payment made to a Participant or any other person under this Plan, or is
requested by a Participant to withhold additional amounts with respect to such
taxes, and the amounts available to the Company for such withholding are
insufficient, it will be a condition to the receipt of such grant or payment
that the Participant or such other person make arrangements satisfactory to the
Company for the payment of the balance of such taxes required or requested to be
withheld, which arrangements in the discretion the Committee may include
relinquishment of a portion of such Award or payment. With respect to any
Participant who is subject to Rule 16b-3 at the time withholding is required
with respect to an Award payable in Common Stock, to the extent such withholding
is not satisfied by a tandem Cash Tax Right, if any, the Participant may direct
the Company to withhold a number of shares of Common Stock having an aggregate
Market Value per Share equal to the amount of taxes required to be withheld by
the Company.

      18. PARACHUTE TAX GROSS-UP. If option acceleration or any payment,
distribution or other benefit by or from the Company to or for the benefit of a
Participant (whether actually or deemed paid or payable, distributed or
distributable or received or receivable pursuant to the terms of the Plan or
otherwise, but determined without regard to any additional payment required
under this gross-up provision) (collectively, the "Payment") would be subject to
the excise tax imposed by Section 4999 of the Code or any interest or penalties
are incurred by the with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred to
as the "Excise Tax"), then the Participant shall be entitled to receive from the
Company an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Participant of all taxes (including, without limitation,
any income and employment taxes and any interest and penalties imposed with
respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the
Participant retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment. All calculations required by this excise tax gross-up
provision shall be performed by the independent auditors retained by the Company
most recently prior to the Change in Control (the "Auditors"), based on
information supplied by the Company and the Participant. All fees and expenses
of the Auditors shall be paid by the Company.

      19. ADMINISTRATION OF THE PLAN.

            (a) This Plan will be administered by the Committee, which at all
times will consist of not less than three directors appointed by the Board, each
of whom will be a "non-employee director" within the meaning of Rule 16b-3 and
an "outside director" within the


                                      19.
<PAGE>   20
meaning of Section 162(m) of the Code. A majority of the Committee will
constitute a quorum, and the action of the members the Committee present at any
meeting at which a quorum is present, or acts unanimously approved writing, will
be the acts of the Committee.

            (b) The interpretation and construction by the Committee of any
provision of this Plan or of any agreement, notification or document evidencing
the grant of an Award and any determination by the Committee pursuant to any
provision of this Plan or of any such agreement, notification or documentation
will be final and conclusive. No member of the Committee will be liable for any
such action or determination made in good faith or in the absence of gross
negligence or willful misconduct on the part of such member.

      20. AMENDMENTS, ETC.

            (a) This Plan may be amended from time to time by the Board.

            (b) The Committee may, in its sole discretion, take any action it
deems to be equitable under the circumstances or in the best interests of the
Company with respect to any Award, unless such Award is intended to qualify as
"performance based" compensation under Section 162(m) of the Code and such
action would cause the Award to fail to so qualify.

            (c) This Plan will not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate such Participant's employment or
other service at any time.

      21. TERM. This Plan became effective as of December 1, 1994. Unless sooner
terminated, this Plan shall terminate on November 30, 2004, and no further
Awards shall be made, but all outstanding Awards and Deferral Accounts on such
date shall remain effective in accordance with their terms and the terms of this
Plan.

      This AMERICA WEST 1994 INCENTIVE EQUITY PLAN, amended and restated
effective July 27, 2000, is hereby executed by a duly authorized officer of
America West Holdings Corporation.



                                    AMERICA WEST HOLDINGS CORPORATION



                                    By: /s/ William A. Franke
                                       ---------------------------------------
                                          William A. Franke
                                    Its:  Chief Executive Officer


                                      20.