US Airways 2004 Annual Report Download - page 283

by Executive after the date of Executive's termination (i) by the Company for
any reason other than Misconduct or Disability, or (ii) by Executive for Good
Reason.
ARTICLE 3
LIMITATIONS AND CONDITIONS ON BENEFITS
3.1 RELEASE PRIOR TO PAYMENT OF BENEFITS. In order to be eligible to
receive benefits under this Agreement, Executive must execute a general waiver
and release in substantially the form attached hereto, as Exhibit A, Exhibit B
or Exhibit C, as appropriate, and such release must become effective in
accordance with its terms. The Company, in its sole discretion, shall determine
the form of the required release, which may be incorporated into a termination
agreement or other agreement with Executive, and may modify the form of the
required release to comply with applicable federal or state law.
3.2 PARACHUTE PAYMENTS. If any payment, distribution or benefit Executive
would receive from the Company or otherwise, but determined without regard to
any additional payment required under this Section 3.2, pursuant to the terms of
this Agreement ("Payment"), would (i) constitute a "parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and (ii) be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties payable with respect to such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then Executive shall be entitled
to receive from the Company an additional payment (the "Gross-Up Payment") in an
amount that shall fund the payment by Executive of any Excise Tax on the Payment
as well as all income and employment taxes imposed on the Gross-Up Payment, any
Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed
with respect to income and employment taxes imposed on the Gross-Up Payment.
The accounting firm engaged by the Company for general audit purposes as of
the day prior to the effective date of the Change in Control shall perform the
foregoing calculations. If the accounting firm so engaged by the Company is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall
bear all expenses with respect to the determinations by such accounting firm
required to be made hereunder.
The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
the Company and Executive within fifteen (15) calendar days after the date on
which Executive's right to a Payment is triggered (if requested at that time by
the Company or Executive) or such other time as requested by the Company or
Executive. If the accounting firm determines that no Excise Tax is payable with
respect to a Payment, either before or after the application of the Reduced
Amount, it shall furnish the Company and Executive with an opinion reasonably
acceptable to Executive that no Excise Tax will be imposed with respect to such
Payment. Any good faith determinations of the
6.