US Airways 2003 Annual Report Download - page 173

WHEREAS, the Company and the Executive have entered into an Employment Agreement dated as of October 31, 2001 (the "Prior Agreement"); and
WHEREAS, the Company and the Executive desire to supersede the Prior 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(d)) 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 of Control, then
for all purposes of this Agreement the "Change of Control Date" shall mean the date immediately prior to the date of such termination of employment or
cessation of status as an officer.
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