US Airways 2004 Annual Report Download - page 316

"CONSTITUENT COMPANIES" shall mean, collectively, Holdings and AWA and all
other direct or indirect subsidiaries of Holdings.
"DISABILITY" shall mean a physical or mental condition of Parker that, in
the good faith judgment of not less than a majority of the entire membership of
the Board, based upon certification by a licensed physician reasonably
acceptable to Parker and the Board, (i) prevents Parker from being able to
perform the essential functions of the services required under this Agreement,
(ii) has continued for a period of at least six months during any period of
twelve consecutive months and (iii) is expected to continue.
"DISPUTE" shall have the meaning specified in Section 6.1.
"EMPLOYMENT PERIOD" shall mean the period commencing on the Effective Date
and ending on the Expiration Date; provided, however, that if either Holdings or
Parker gives a Notice of Termination pursuant to Section 4.1 or 4.2, then the
Employment Period shall not extend beyond the relevant Termination Date.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.
"EXCISE TAX" shall have the meaning specified in Section 4.6.
"EXPIRATION DATE" shall mean December 31, 2007; provided, however, that
commencing on January 1, 2007 and on each January 1 thereafter, the Expiration
Date shall automatically be extended one additional year unless, not later than
the September 30 prior to such January 1, either party shall give written notice
to the other party that the Expiration Date shall cease to be so extended.
"GROSS-UP PAYMENT" shall have the meaning specified in Section 4.6.
"GOOD REASON" shall mean any of the following actions or failures to act,
but in each case only if it occurs during the Employment Period and then only if
it is not consented to by Parker in writing:
(i) a material diminution by an Employer in the nature or scope of
Parker's applicable titles, positions, functions, duties or responsibilities
described in Section 2.2, including any change which would alter Parker's
reporting responsibilities described in Section 2.2; provided, however, that
each such alteration shall cease to be a Good Reason on the date that is 180
days after the occurrence of such alteration unless, prior to such date, Parker
gives a Notice of Termination pursuant to Section 4.1 on account of such
alteration;
(ii) the failure of an Employer to perform any of its obligations
under this Agreement in any material regard, including without limitation
Section 3 hereof, but only if such failure shall continue unremedied for more
than 30 days after written notice detailing such failure is given by Parker to
Holdings;
(iii) the relocation of the principal executive offices of an
Employer outside the greater Phoenix, Arizona metropolitan area or an Employer's
requiring Parker to be based other than at such principal executive offices;
provided, however, that such relocation shall cease to be
3.