US Airways 2004 Annual Report Download - page 296

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.
1.6 "MISCONDUCT" means one or more of the following:
(I) 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
not more than sixty (60) days) after receipt of such notice to correct such
failure;
(II) 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;
(III) the conviction of Executive for a felony offense involving moral
turpitude; or
(IV) 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 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 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:
(I) BASE SALARY. Executive shall receive an amount equal to 200% of
Executive's Base Salary.
(II) 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,
3.