US Airways 2004 Annual Report Download - page 317

a Good Reason on the date that is 180 days after the occurrence of such
relocation unless, prior to such date, Parker gives a Notice of Termination
pursuant to Section 4.1 on account of such relocation;
(iv) the failure of an Employer to obtain any assumption agreement
required by Section 7.5(a), 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;
(v) the failure of an Employer to elect or re-elect, or to appoint
or re-appoint, Parker to the applicable offices described in paragraphs (a) or
(b) of Section 2.2, 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; or
(vi) the failure of Parker to be elected or appointed, or to be
re-elected or re-appointed, as Chairman of either Employer as contemplated by
Section 2.2, 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.
"INCENTIVE EQUITY PLANS" shall mean the America West 1994 Incentive Equity
Plan and the America West 2002 Incentive Equity Plan, as amended from time to
time, or any successor and future equity-based plans.
"LTIP" shall mean the America West Airlines Performance-Based Award Plan,
which became effective as of January 1, 2003.
Subject to the terms of Section 7.8(a) below, "MISCONDUCT" shall mean one
or more of the following:
(i) the willful and continued failure by Parker to perform his
duties described in Section 2.2 (other than any such failure resulting from
Parker's incapacity due to physical or mental illness) after written notice of
such failure has been given to Parker by Holdings and Parker has had a
reasonable period (but not more than 60 days) after receipt of such notice to
correct such failure;
(ii) the willful commission by Parker of any act that is both
dishonest and demonstrably injurious to any Constituent Company (monetarily or
otherwise) in any material respect;
(iii) the conviction of Parker for a felony offense involving moral
turpitude; or
(iv) a material breach by Parker of any of the covenants set forth
in this Agreement (other than Section 2.2), but only if such breach shall
continue unremedied for more than 15 days after written notice thereof is given
to Parker by Holdings.
"NOTICE OF TERMINATION" shall mean a notice terminating Parker's
employment in accordance with Section 4.1 or 4.2.
"PAYMENT" shall have the meaning specified in Section 4.6.
4.