US Airways 2004 Annual Report Download - page 325

any, required by such plans and programs. In the event that participation by
Parker (or his dependents) in any such plan or program after the Termination
Date is barred pursuant to the terms thereof, or in the event an Employer shall
terminate any such plan or program, such Employer shall obtain for Parker
(and/or his dependents) comparable coverage under individual policies. The
foregoing medical plan coverage for Parker and Parker's dependents shall be in
complete discharge of each Employer's obligation under COBRA.
(e) LIFE INSURANCE. In the event the termination is described in any
clause of the first paragraph of this Section 4.4 (other than a termination on
account of Parker's death), during the 24-month period following the Termination
Date, each Employer, at its cost, shall continue to provide Parker all life
insurance coverages (and in the same amounts) provided to him by an Employer
immediately prior to the date on which the relevant Notice of Termination is
given in accordance with this Article 4.
(f) TRAVEL PRIVILEGES. In the event the termination is described in
any clause of the first paragraph of this Section 4.4, each Employer shall
provide Parker (and his wife and dependents) lifetime on-line and interline,
positive space travel privileges in accordance with the terms of its non-revenue
travel policy for senior executives as in effect on the Effective Date;
provided, however, that the travel privileges to be provided to Parker (and his
wife and dependents) by each Employer under this paragraph (e) shall be at least
as favorable to Parker (and his wife and dependents) as the travel privileges
generally provided to the senior executives of such Employer from time to time.
4.5 RESIGNATION AS A DIRECTOR
If Parker's employment under this Agreement is terminated for any
reason, Parker agrees, if requested by the Board, to resign as a director of all
Constituent Companies of which he is a director, such resignation to be
effective immediately or at such later time as the Board shall request.
4.6 CERTAIN TAX MATTERS
Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by an Employer to or for the benefit of Parker (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Section 4.6) (a "PAYMENT") would be subject to the excise tax imposed
by Section 4999 of the Code, or any interest or penalties are incurred by Parker
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the "EXCISE
TAX"), then Parker shall be entitled to receive an additional payment (a
"GROSS-UP PAYMENT") in an amount such that after payment by Parker of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any income taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, Parker retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.
12.