US Airways 2004 Annual Report Download - page 295

least two-thirds of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board; or
(II) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (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% of the combined voting power of the then
outstanding voting securities of Holdings or AWA entitled to vote generally in
the election of directors ("Voting Power"); or
(III) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), that is controlled (directly or
indirectly, through ownership share or voting power) by any former executive
officer(s) of Holdings either (a) acquires (directly or indirectly) the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of the outstanding shares of Holdings Class A
Common Stock, or (b) elects or appoints one or more representatives to the
Board; or
(IV) Holdings or AWA shall consummate a merger, consolidation or
reorganization of Holdings or AWA or any other similar transaction or series of
related transactions (collectively, a "Transaction") other than (A) a
Transaction in which the voting securities of Holdings or AWA outstanding
immediately prior thereto become (by operation of law), or are converted into or
exchanged for, voting securities of the surviving corporation or its parent
corporation immediately after such Transaction that are owned by the same person
or entity or persons or entities as immediately prior thereto and possess at
least 75% of the Voting Power held by the voting securities of the surviving
corporation or its parent corporation, or (B) a Transaction effected to
implement a recapitalization of Holdings or AWA (or similar transaction) in
which no 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% of the Voting Power; or
(V) 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
(VI) 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.
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.
2.