US Airways 2004 Annual Report Download - page 327

Holdings shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold Parker harmless, on an after-tax basis, for any Excise
Tax or income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and expenses.
Without limitation on the foregoing provisions of this Section 4.6(b), Holdings
shall control all proceedings taken in connection with such contest and, at its
sole option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct Parker to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
Parker agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as Holdings shall determine; provided, however, that if
Holdings directs Parker to pay such claim and sue for a refund, Holdings shall
advance the amount of such payment to Parker, on an interest-free basis, and
shall indemnify and hold Parker harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect
to such advance; and provided further, however, that any extension of the
statute of limitations relating to payment of taxes for Parker's taxable year
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, Holdings' control of the contest
shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder, and Parker shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.
(c) ADJUSTMENTS. If, after the receipt by Parker of an amount
advanced by Holdings pursuant to this Section 4.6, Parker becomes entitled to
receive any refund with respect to such claim, Parker shall (subject to
Holdings' complying with the requirements of Section 4.6(b)) promptly pay to
Holdings the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by Parker of an
amount advanced by Holdings pursuant to this Section 4.6, a determination is
made that Parker shall not be entitled to any refund with respect to such claim
and Holdings does not notify Parker in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.
ARTICLE 5
CONFIDENTIAL INFORMATION, NON-INTERFERENCE
5.1 CONFIDENTIAL INFORMATION
(a) Parker recognizes that the services to be performed by him
hereunder are special, unique and extraordinary and that, by reason of his
employment with Employers and the positions described in paragraphs (a) and (b)
of Section 2.2, he may acquire Confidential Information (defined below)
concerning one or more of the Constituent Companies, the use or disclosure of
which would cause the Constituent Companies substantial loss and damages which
could not be readily calculated and for which no remedy at law would be
adequate. Accordingly,
14.