US Airways 2003 Annual Report Download - page 212

on the most favorable basis such plans, programs, policies and practices were maintained and benefits provided during the 90-day period
immediately preceding the Change of Control Date, or if more favorable to the Executive and/or the Executive's family, as in effect at
any time thereafter with respect to other Key Employees;
(3) the Company's requiring the Executive to be based at any office or location other than that described in Section 4(a)(ii)(B) hereof, except
for travel reasonably required in the performance of the Executive's responsibilities;
(4) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or
(5) any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.
For purposes of this Section 5(d)(ii), any good faith determination of "Good Reason" made by the Executive on or after the Change of Control Date shall be
conclusive.
(e) Notice of Termination. Any termination during the Change of Control Period by the Company for Cause or by the Executive for Good Reason shall
be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so
indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall
be not more than fifteen (15) days after the giving of such notice). The failure by the Executive to set forth in the Notice of Termination any fact or
circumstance which
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