US Airways 2004 Annual Report Download - page 282

("COBRA"), the Company shall pay the portion of premiums of Executive's group
medical, dental and vision coverage, including coverage for Executive's eligible
dependents, that the Company paid prior to Executive's termination of
employment, through the earlier of (i) the date on which Executive obtains
alternative group medical, dental or vision insurance coverage, (ii) twenty-four
(24) months following the effective date of such termination, or (iii) the end
of the period during which COBRA coverage will be made available to Executive.
Executive shall be required to notify the Company immediately if Executive
obtains alternative group medical, dental or vision insurance.
No provision of this Agreement shall affect the continuation coverage rules
under COBRA, except that the Company's payment of any applicable insurance
premiums shall be credited as a payment by Executive for purposes of Executive's
payment required under COBRA. Therefore, the period during which Executive may
elect to continue the Company's group medical coverage at Executive's own
expense under COBRA, the length of time during which COBRA coverage will be made
available to Executive, and all other rights and obligations of Executive under
COBRA (except the obligation to pay insurance premiums that the Company pays
during the period set forth above) shall be applied in the same manner that such
rules would apply in the absence of this Agreement. At the conclusion of the
period during which the Company will pay a portion of the premiums for
Executive's group medical, dental and vision coverage, Executive shall be
responsible for the entire payment of premiums required under COBRA for the
duration of the COBRA period. For purposes of this Section 2.1 (d), applicable
premiums that will be paid by the Company shall not include any amounts payable
by Executive under an Internal Revenue Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of
Executive.
2.2 ACCELERATION OF OPTION VESTING.
(I) In the event of a Change in Control described in any of clauses
(a) through (f) of section 1.3 of this Agreement, all outstanding stock options
held by Executive shall become immediately vested and exercisable effective upon
such Change in Control.
(II) If, within twenty-four (24) months following the effective date
of a Change in Control described in clause (g) or (h) of section 1.3 of this
Agreement, Executive is (i) terminated by the Company for any reason other than
Misconduct or (ii) terminates employment with the Company for Good Reason, all
outstanding stock options held by Executive shall become immediately vested and
exercisable effective upon such termination.
2.3 FLIGHT PRIVILEGES. Executive shall be entitled to top priority, first
class, positive space travel privileges, to be provided by AWA or, if AWA did
not survive the Change in Control, by the airline which survived the Change in
Control. The travel privileges would cover Executive and his/her dependents for
as long as Executive lives.
2.4 MITIGATION. Except as otherwise specifically provided herein, Executive
shall not be required to mitigate damages or the amount of any payment provided
under this Agreement by seeking other employment or otherwise, nor shall the
amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment by another employer
received by Executive or by any retirement benefits received
5.