US Airways 2004 Annual Report Download - page 328

Parker agrees that he will not (directly or indirectly) at any time, whether
during or after his employment hereunder, disclose any such Confidential
Information to any Person except (i) in the performance of his obligations to
the Constituent Companies hereunder, (ii) as required by applicable law, (iii)
in order to enforce his rights under this Agreement, (iv) in connection with any
litigation (pending or threatened) that is the subject of Section 6 hereof or
(v) with the prior written consent of the Board. As used herein, "CONFIDENTIAL
INFORMATION" includes information with respect to the services, strategies,
facilities and methods, research and development, trade secrets and other
intellectual property, pricing and revenue management systems, patents and
patent applications, procedures, manuals, confidential reports, financial
information, business plans, prospects or opportunities of any Constituent
Company; provided, however, that such term shall not include any information
that (x) is or becomes generally known or available other than as a result of a
disclosure by Parker or (y) is or becomes known or available to Parker on a
nonconfidential basis from a source (other than Employers) which, to Parker's
knowledge, is not prohibited from disclosing such information to Parker by a
legal, contractual, fiduciary or other obligation to any Constituent Company.
(b) Parker confirms that all Confidential Information is the
exclusive property of the relevant Constituent Company. All business records,
papers and documents kept or made by Parker (whether electronically or
otherwise) while employed by any Constituent Company relating to the business of
any Constituent Company shall be and remain the property of such Constituent
Company at all times. Upon the request of Holdings at any time, Parker shall
promptly deliver to Holdings, and shall retain no copies of, any electronic
media or written materials, records and documents made by Parker or coming into
his possession while employed by any Constituent Company concerning the business
or affairs of any Constituent Company other than personal materials, records and
documents (including notes and correspondence) of Parker not containing
information relating to such business or affairs. Notwithstanding the foregoing,
Parker shall be permitted to retain copies of, or have access to, all such
materials, records and documents as may be necessary in order to enforce his
rights under this Agreement or in connection with any litigation (pending or
threatened) that is the subject of Section 6 hereof.
5.2 NON-INTERFERENCE
(a) During the period beginning on the Effective Date and continuing
for six months following the Termination Date (the "RESTRICTED PERIOD"), Parker
shall not, whether for his own account or for the account of any other Person
(excluding Holdings), intentionally solicit, endeavor to entice or induce any
employee of any Constituent Company to terminate his employment with such
Constituent Company or accept employment with anyone else; provided, however,
that this Section 5.2 shall not apply to Parker's personal secretary.
(b) If any provision of this Section 5.2 relating to the Restricted
Period and/or the areas of restriction shall be declared by an arbitrator
pursuant to Article 6 or a court of competent jurisdiction to exceed the maximum
time period or areas such arbitrator or court deems reasonable and enforceable,
the Restricted Period and/or areas of restriction deemed reasonable and
enforceable by such arbitrator or court shall become and thereafter be the
maximum time period and/or areas.
15.