US Airways 2004 Annual Report Download - page 319

2.2 POSITIONS AND DUTIES
(a) While employed hereunder, Parker shall serve as Chairman,
President and CEO of Holdings and shall have and may exercise all of the powers,
functions, duties and responsibilities normally attributable to such positions,
including such powers, duties and responsibilities as are set forth with respect
to such positions in the certificate of incorporation and bylaws (as from time
to time in effect) of Holdings.
(b) While employed hereunder, Parker shall serve as Chairman,
President and CEO of AWA and shall have and may exercise all of the powers,
functions, duties and responsibilities normally attributable to such position,
including such powers, duties and responsibilities as are set forth with respect
to such position in the certificate of incorporation and bylaws (as from time to
time in effect) of AWA.
(c) Parker shall have such additional duties and responsibilities
commensurate with the positions referred to above as from time to time may be
reasonably assigned to him by the Board.
(d) While employed hereunder, Parker shall report directly and
exclusively to the Board and shall observe and comply with all lawful policies,
directions and instructions of the Board that are consistent with paragraphs
(a), (b) and (c) above. Parker acknowledges and agrees that the obligation to
respond to inquiries and requests made by duly appointed committees of the Board
is within the scope of his responsibilities as Chairman, President and CEO.
(e) During the Employment Period, the chief operating officer, the
chief financial officer, the chief legal officer, the chief marketing officer
and the chief public affairs officer of each of AWA and Holdings, respectively,
and such other officers as the Board and Parker shall mutually agree, shall
report directly to Parker or to such other executive officer as Parker may
designate.
(f) The Employers agree to use their best efforts to cause Parker to
be elected or appointed, or re-elected or re-appointed, as Chairman of each
Employer at all times during the Employment Period.
(g) While employed hereunder, Parker agrees to devote substantially
all of his business time, attention, skill and efforts to the faithful and
efficient performance of his duties hereunder as Chairman, President and CEO of
Holdings and as Chairman, President and CEO of AWA; provided, however, that
Parker may engage in the following activities so long as they do not interfere
in any material respect with the performance of Parker's duties and
responsibilities hereunder: (i) serve on corporate boards or committees with
respect to which the Board shall have given its prior approval, which approval
shall not be unreasonably withheld, (ii) serve on civic or charitable boards or
committees, (iii) engage in community affairs or charitable endeavors, (iv)
manage his personal finances, investments and other matters, and (v) deliver
lectures, fulfill speaking engagements or teach on a part-time basis at
educational institutions.
6.