US Airways 2004 Annual Report Download - page 148

right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a Director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses, including
attorneys' fees, actually and reasonably paid or incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation; provided however, that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
(c) The Corporation shall, at the discretion of the Board of
Directors, indemnify all employees and agents of the Corporation (other than
Directors and officers) to the extent that Directors and officers shall be
indemnified pursuant to subsections (a) and (b).
(d) To the extent that a person who may be entitled to
indemnification by the Corporation under this section is or has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses, including attorney's
fees, actually and reasonably paid or incurred by him or her in connection
therewith.
(e) Any indemnification under subsections (a), (b), or (c) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, (ii) if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, (iii)
by the stockholders, or (iv) in any case in which applicable law makes court
approval a prerequisite to indemnification, by the court in which such action,
suit or proceeding was brought or another court of competent jurisdiction.
(f) Expenses, including attorneys' fees, incurred by an officer or
Director in defending a civil, criminal, administrative, or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this section. Such expenses,
including attorneys' fees, incurred by other employees and agents shall be so
paid upon terms and conditions, if any, as the Board of Directors deems
appropriate.
(g) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under
16.