US Airways 2003 Annual Report Download - page 140

WHEREAS, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event
of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish all the above objectives, the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive hereby agree as follows:
1. Certain Definitions.
(a) The "Effective Date" shall mean the date hereof.
(b) The "Change of Control Date" shall mean the first date during the Employment Period (as defined in Section 1(c)) on which a Change of
Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated or the Executive ceases to be an officer of the Company prior to the date on which the Change of Control
occurs, and if it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a
third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change
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