US Airways 2004 Annual Report Download - page 297

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.
(III) LONG TERM INCENTIVE PLAN. Executive shall receive in respect of
the America West Airlines Performance-Based Award Plan, which became effective
as of January 1, 2003 (the "LTIP"), either (i) if the LTIP is in effect on
Executive's employment termination date, an amount equal to 200% of the greater
of (x) Executive's target award under the LTIP and (y) the award under the LTIP
that would have been paid to Executive had AWA's Total Stockholder Return for
the Performance Cycle ending on the December 31 of the year in which employment
termination occurs (or the next December 31 if no such Performance Cycle ends in
such year) been measured as of Executive's employment termination date, or (ii)
if the LTIP is not in effect on Executive's employment termination date and its
suspension or termination constituted a Good Reason basis for Executive's
termination of employment, an amount equal to 200% of the greater of (x) and (y)
above, determined on the basis of the target award most recently established for
Executive under the LTIP and AWA's Total Stockholder Return, measured as of
Executive's employment termination date, for the Performance Cycle that, absent
such suspension or termination of the LTIP, would have ended on the December 31
of the year in which employment termination occurs (or the next December 31 if
no such Performance Cycle would have ended in such year). Capitalized terms in
the preceding sentence that are not defined in this Agreement shall have the
definition assigned to such terms in the LTIP.
(IV) 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.
(V) CONTINUED HEALTH INSURANCE BENEFITS. Provided that Executive
elects continued coverage under the Consolidated Omnibus Budget Reconciliation
Act of 1985 ("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
4.