US Airways 2004 Annual Report Download - page 323

4.2 TERMINATION BY HOLDINGS
Holdings may, at any time prior to the Expiration Date, terminate
Parker's employment hereunder for any reason by delivering a Notice of
Termination to Parker; provided, however, that in no event shall Holdings be
entitled to terminate Parker's employment hereunder prior to the Expiration Date
unless (i) the Board shall duly adopt, by the affirmative vote of at least a
majority of the entire membership of the Board at a duly convened meeting at
which a quorum is present, a resolution authorizing such termination, and (ii)
Parker shall have been offered an opportunity to address the Board at such
meeting (or at a prior meeting at which his proposed termination is discussed)
before any such resolution is finally adopted. Any such Notice of Termination
delivered under this Section 4.2 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
Misconduct, 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 as the Termination Date the date such notice is
given (subject to any applicable periods during which Parker may cure the
circumstances of the alleged Misconduct) or any subsequent date up to the date
30 days after the date such notice is given.
4.3 PAYMENT OF ACCRUED BASE SALARY, VACATION PAY, ETC.
Promptly upon the termination of Parker's employment hereunder for
any reason, including Parker's death, Misconduct or Disability, Employers shall
pay to Parker a lump sum amount for (i) any unpaid Base Salary earned hereunder
prior to the Termination Date, (ii) all unused vacation time accrued by Parker
as of the Termination Date in accordance with Employers' vacation policies for
senior executives, (iii) all unpaid benefits earned by Parker as of the
Termination Date under any and all incentive compensation plans or programs of
Employers, (iv) all amounts owing to Parker under Section 3.6 and (v) any
additional amounts or benefits which may be required to be paid in a lump sum by
applicable law or under the terms of the applicable plans.
4.4 OTHER TERMINATION BENEFITS AND PRIVILEGES
The following provisions shall apply to (i) any termination by
Parker of his employment hereunder for any reason within 24 months following the
date of a Change in Control, (ii) any termination by Parker of his employment
hereunder for Good Reason, (iii) any termination by Holdings of Parker's
employment hereunder for any reason other than Parker's Misconduct, (iv) any
termination of Parker's employment hereunder upon the Expiration Date following
the delivery to Parker by an Employer of written notice that the Expiration Date
will not be extended, or (v) any termination of Parker's employment hereunder on
account of his death or Disability:
(a) SEVERANCE PAYMENT. In the event the termination is described in
clause (i), (ii) or (iii) above, Employers promptly shall pay to Parker a
severance payment (in cash or other immediately available funds) in an amount
equal to two times the sum of (A) Parker's current Base Salary plus (B) the
greater of (I) the average Annual Award paid or payable to Parker with respect
to the three calendar years ending immediately prior to the year in which the
10.