US Airways 2004 Annual Report Download - page 322

understood that Parker is authorized to incur reasonable business expenses for
promoting the businesses and reputations of the Constituent Companies, including
reasonable expenditures for travel, lodging, meals and client and/or business
associate entertainment. Requests for reimbursement for such expenses must be
accompanied by appropriate documentation.
3.8 OTHER BENEFITS
Parker shall be entitled to receive all benefits and other
perquisites that may be offered by the Employers to their senior executives as a
group, including, (i) participation in the various employee benefit plans or
programs provided to senior executives of Employers in general (including life
insurance and disability insurance programs), subject to meeting the eligibility
requirements with respect to each of such benefit plans or programs, (ii)
tax/financial planning assistance, (iii) automobile allowances, (iv) on-line and
interline, positive space travel privileges, (v) participation in Employers'
severance payment policies or plans for executives in general and (vi)
participation in Employers' retiree medical insurance programs, subject to
meeting the eligibility requirements of such programs. In addition, the
Employers shall reimburse Parker for membership fees and dues for up to two (2)
clubs that Parker may choose to join, in his sole discretion. However, nothing
in this Section 3.7 shall be deemed to prohibit Employers from making any
changes in any of the plans, programs or benefits described herein, provided the
change similarly affects all senior executives of Employers.
3.9 ATTORNEYS' FEES
Holdings shall pay, or reimburse Parker for, reasonable attorneys'
fees and associated costs incurred by Parker in connection with the negotiation
and execution of this Agreement and in connection with any amendment to this
Agreement.
3.10 NO DIRECTOR FEES
In no event shall Parker be entitled to receive any additional
compensation for serving as a director of any Constituent Company during the
Employment Period.
ARTICLE 4
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT
4.1 TERMINATION BY PARKER
Parker may, at any time prior to the Expiration Date, terminate his
employment hereunder for any reason by delivering a Notice of Termination to the
Board. Any such Notice of Termination shall specify a Termination Date not less
than 30 or more than 60 days after the date such notice is given; provided,
however, that if the Notice of Termination purports to terminate Parker's
employment for Good Reason, it shall set forth in reasonable detail the reason
for such termination and the facts and circumstances claimed to provide a basis
for such termination, and shall specify a Termination Date not less than 5 or
more than 30 days after the date such notice is given.
9.