US Airways 2004 Annual Report Download - page 324

Termination Date occurs and (II) the target level Annual Award for the year in
which the Termination Date occurs. In the event the termination is described in
clause (iv) above or any termination of Parker's employment hereunder on account
of his Disability, Employers promptly shall pay to Parker a severance payment
(in cash or other immediately available funds) in an amount equal to 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 Termination Date occurs and (II) the
target level Annual Award for the year in which the Termination Date occurs.
(b) STOCK OPTIONS, STOCK APPRECIATION RIGHTS ETC. In the event the
termination is described in clause (i), (ii), (iii) or (v) above, all
outstanding stock options, stock appreciation rights, restricted stock and other
awards, including, without limitation, any long term incentive awards, held by
Parker pursuant to the provisions of the Incentive Equity Plans and any other
plan in which Parker participates pursuant to Section 3.4 shall become
immediately vested and exercisable as of the Termination Date (except, in
connection with awards made after the Effective Date, as otherwise expressly
accepted or agreed by Parker with respect to any specific award after
consultation between Parker and Employers regarding any such terms, which
consultation shall be acknowledged in writing on the signature page of the
applicable award agreement). Where applicable, all such awards shall remain
exercisable for a period of 36 months from the Termination Date, or such longer
period as may apply under the terms of any specific grant, plan or any other
agreement with Parker. In the event the termination is described in clause (iv)
above or is due to Parker's Misconduct, Parker shall retain all vested stock
options, stock appreciation rights, restricted stock and other awards held by
him as of the Termination Date pursuant to the provisions of the Incentive
Equity Plans and any other plan to which an award is subject, in accordance with
the terms of each specific grant, but without any accelerated vesting, extension
of the period of exercisability or other modification.
(c) LONG TERM INCENTIVE PLAN. In the event the termination is
described in clause (i), (ii) or (iii) above, in settlement of the Employers'
obligations under the LTIP, the Employers shall pay Parker a cash amount equal
to two times the greater of (i) 125% of his Base Salary and (ii) the amount that
would have been paid to Parker had the Total Stockholder Return (as defined in
the LTIP) for the Performance Cycle (as defined in the LTIP) ending on the
December 31 of the year in which the termination occurs (or the next December
31, if no such Performance Cycle ends in such year) been measured as of the
Termination Date. In the event the termination is described in clause (iv) or
(v), then such termination shall be considered termination of an LTIP
participant's employment with the Employers on account of retirement, total
disability or death (regardless of Parker's age at the time), and Parker's
rights under the LTIP will be governed by the terms of the plan accordingly.
(d) MEDICAL INSURANCE. In the event the termination is described in
any clause of the first paragraph of this Section 4.4, during the 24-month
period following the Termination Date, each Employer, at its cost, shall
maintain in full force and effect for the continued benefit of Parker and
Parker's dependents all benefits available to Parker and Parker's dependents
under all medical plans and programs of such Employer, provided that (i)
Parker's continued participation is possible under the terms and provisions of
such plans and programs and (ii) Parker elects to receive such coverage pursuant
to the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"),
and pays the regular employee premium, if
11.