US Airways 2004 Annual Report Download - page 281

1.6 "MISCONDUCT" means one or more of the following:
(a) the willful and continued failure by Executive to perform his or
her duties (other than any such failure resulting from
Executive's incapacity due to physical or mental illness) after
written notice of such failure has been given to Executive by the
Company and Executive has had a reasonable period (but no more
than sixty (60) days) after receipt of such notice to correct
such failure;
(b) the willful commission by Executive of any act that is both
dishonest and demonstrably injurious to Holdings, AWA or any
direct or indirect subsidiary of Holdings (monetarily or
otherwise) in any material respect;
(c) the conviction of Executive for a felony offense involving moral
turpitude;
(d) a material breach by Executive of any of the covenants set forth
in any employment agreement between the Company and Executive,
but only if such breach shall continue unremedied for more than
fifteen (15) days after written notice thereof is given to the
Executive by the Company.
ARTICLE 2
BENEFITS
2.1 BENEFITS UPON CERTAIN TERMINATIONS FOLLOWING A CHANGE IN CONTROL. If,
within twenty-four (24) months following the effective date of a Change in
Control, Executive (i) is terminated by the Company for any reason other than
Misconduct or Disability or (ii) terminates employment with the Company for Good
Reason, Executive shall receive the following benefits:
(A) BASE SALARY. Executive shall receive an amount equal to 200% of
Executive's Base Salary.
(B) ANNUAL BONUS. Executive shall receive an amount equal to either
(i) 200% of Executive's target bonus under the Company's annual bonus program,
if then in effect, for the year of such termination, or (ii) if such program is
not then in effect and its suspension or termination constituted a Good Reason
basis for Executive's termination of employment, 200% of Executive's target
bonus under such program immediately prior to its suspension or termination.
(C) EXTENDED EXERCISABILITY OF OPTIONS. Executive shall be entitled to
exercise his or her outstanding stock options, to the extent such options are
vested, until the earlier of (i) the expiration of the term of such options as
provided in the agreement under which such options were granted, and (ii)
eighteen (18) months after Executive's termination of employment.
(D) CONTINUED HEALTH INSURANCE BENEFITS. Provided that Executive
elects continued coverage under the Consolidated Omnibus Budget Reconciliation
Act of 1985
4.