US Airways 2004 Annual Report Download - page 280

(E) Holdings or AWA shall consummate a Transaction as a result of
which neither Holdings nor AWA survives as a publicly-owned
corporation whose common stock is registered under the Exchange
Act; or
(F) Holdings or AWA shall sell or otherwise dispose of, or consummate
a transaction or series of related transactions providing for the
sale or other disposition of, all or substantially all of the
stock or assets of AWA or shall enter into a plan for the
complete liquidation of either Holdings or AWA; or
(G) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), other than the
Company, acquires (directly or indirectly) the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 25% but not more than 50% of the
Voting Power; or
(H) Holdings or AWA shall consummate a Transaction in which a person
(excluding Holdings or AWA or any person who held more than 25%
of the Voting Power immediately prior to such Transaction)
acquires more than 25% but not more than 50% of the Voting Power.
1.4 "DISABILITY" means a physical or mental condition of Executive that, in
the good faith judgment of the Company, based upon certification by a licensed
physician reasonably acceptable to Executive and the Company, (i) prevents
Executive from being able to perform the services required by his or her
position with the Company, (ii) has continued for a period of at least six (6)
months during any period of twelve (12) consecutive months and (iii) is expected
to continue.
1.5 "GOOD REASON" means any of the following acts or failures to act, but
in each case only if it occurs during the period Executive is employed by the
Company and only if it is not consented to by Executive: (i) a material adverse
alteration by the Company in the nature or status of Executive's pay, position,
function, duties or responsibilities; provided, however, that such alteration
shall cease to be a Good Reason ninety (90) days after the occurrence of such
alteration unless prior to such date Executive has given written notice of
termination to the Company on account of such alteration; (ii) the relocation of
Executive outside the metropolitan area in which Executive is based; provided,
however, that such relocation shall cease to be a Good Reason ninety (90) days
after the occurrence of such relocation unless prior to such date Executive has
given written notice of termination to the Company on account of such
relocation; or (iii) the failure of the Company to perform any material
obligation owed to Executive, but only if such failure shall continue unremedied
for more than fifteen (15) days after written notice of such failure is given to
the Company by Executive.
3.