US Airways 2004 Annual Report Download - page 299

(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 accounting firm made hereunder
shall be final, binding and conclusive upon the Company and Executive.
3.3 CERTAIN REDUCTIONS AND OFFSETS. The Company, in its sole discretion,
shall have the authority to reduce Executive's severance benefits, in whole or
in part, by any other severance benefits, pay in lieu of notice, or other
similar benefits payable to Executive by the Company that become payable in
connection with Executive's termination of employment pursuant to (i) any
applicable legal requirement, including, without limitation, the Worker
Adjustment and Retraining Notification Act (the "WARN Act"), (ii) a written
employment or severance agreement with the Company, or (iii) any Company policy
or practice providing for Executive to remain on the payroll for a limited
period of time after being given notice of the termination of Executive's
employment. The benefits provided under this Agreement are intended to satisfy,
in whole or in part, any and all statutory obligations that may arise out of
Executive's termination of employment, and the Company shall so construe and
enforce the terms of this Agreement. The Company's decision to apply such
reductions to the severance benefits of one Executive and the amount of such
reductions shall in no way obligate the Company to apply the same reductions in
the same amounts to the severance benefits of any other Executive, even if
similarly situated. In the Company's sole discretion, such reductions may be
applied on a retroactive basis, with severance benefits previously paid being
recharacterized as payments pursuant to the Company's statutory obligation.
6.