US Airways 2004 Annual Report Download - page 301

construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provisions had never been contained herein.
5.4 WAIVER. If any party should waive any breach of any provisions of this
Agreement, the party shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.
5.5 COMPLETE AGREEMENT. This Agreement, including Exhibit A, Exhibit B and
Exhibit C, constitutes the entire agreement between Executive and the Company
and is the complete, final, and exclusive embodiment of their agreement with
regard to this subject matter, and it supersedes any other agreements or
promises made to Executive by the Company, whether oral, written or implied,
regarding payments and benefits to Executive in the event of employment
termination, including, without limitation, the Prior Agreement. The Agreement
is entered into without reliance on any promise or representation other than
those expressly contained herein.
5.6 AMENDMENT OR TERMINATION. This Agreement may be changed or terminated
only upon the mutual written consent of the Company and Executive. Unless so
terminated, this Agreement shall continue in effect for as long as Executive
continues to be employed by the Company or by any surviving or successor entity
following any Change in Control.
5.7 COUNTERPARTS. This Agreement may be executed in separate counterparts,
any one of which need not contain signatures of more than one party, but all of
which taken together will constitute one and the same Agreement.
5.8 HEADINGS. The headings of the Articles and Sections hereof are inserted
for convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
5.9 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to
the benefit of and be enforceable by Executive and the Company, and any
surviving entity resulting from a Change in Control and upon any other person
who is a successor by merger, acquisition, consolidation or otherwise to the
business formerly carried on by the Company, and their respective successors,
assigns, heirs, executors and administrators, without regard to whether or not
such person expressly assumes any rights or duties hereunder; provided, however,
that Executive may not assign any duties hereunder and may not assign any rights
hereunder without the written consent of the Company, which consent shall not be
withheld unreasonably.
5.10 CHOICE OF LAW. All questions concerning the construction, validity and
interpretation of this Agreement will be governed by the law of the State of
Arizona, without regard to such state's conflict of laws rules.
5.11 NON-PUBLICATION. The parties mutually agree not to disclose the terms
of this Agreement except to the extent that disclosure is mandated by applicable
law, standard or required corporate reporting, or disclosure is made to the
parties' respective advisors and agents (e.g., attorneys, accountants) or
immediate family members.
8.