US Airways 2004 Annual Report Download - page 149

any bylaw, agreement, vote of the stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.
(h) The provisions of this section shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the estate, executors, administrators, spouse, heirs, legatees or
devisees of a person entitled to indemnification hereunder and the term
"person," there used in the section shall include the estate, executors,
administrators, spouse, heirs, legatees or devisees of such person.
(i) For the purposes of this Section 8.02, (i) "employee benefit
plan" and "fiduciary" shall be deemed to include, but not be limited to, the
meanings set forth, respectively, in Sections 3(3) and 21(A) of the Employee
Retirement Income Security Act of 1974, as amended, and references to the
judgments, fines and amounts paid or owed in settlement or rendered or levied
shall be deemed to encompass and include excise taxes required to be paid
pursuant to a applicable law in respect of any transaction involving an employee
benefit plan, (ii) references to the Corporation shall be deemed to include any
predecessor corporation and any constituent corporation absorbed in a merger,
consolidation or other reorganization of or by the Corporation which, if its
separate existence had continued, would have had power and authority to
Indemnify its directors, officers, employees, agents or fiduciaries so that any
person who was a director, officer, employee, agent or fiduciary of such
predecessor or constituent corporation, or served at the request of such
predecessor or constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Section 8.02 with respect to the Corporation as such person
would have with respect to such predecessor or constituent corporation if its
separate existence had continued, and (iii) all other terms shall be deemed to
have the meanings for such terms as set forth in Section 145 of the DGCL.
SECTION 8.03 DIVIDENDS.
(a) Dividends may be declared at the discretion of the Board of
Directors at any meeting thereof.
(b) Dividends may be paid to stockholders in cash or, when the
Directors shall so determine, in stock. A Director shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of its officers as to the value and amount of the assets,
liabilities or net profits of the Corporation, or any other facts pertinent to
the existence and amount of surplus or other funds from which dividends might
properly be declared.
(c) Before payment of any dividend or any distribution of profits,
there may be set aside out of the said surplus of the Corporation such sum or
sums as the Board of Directors from time to time, in its discretion thinks
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation and the Board of Directors may abolish any such
reserve in the manner in which it was created.
17.