US Airways 2004 Annual Report Download - page 333

7.6 TAX WITHHOLDINGS
Each Employer shall withhold from all payments hereunder all
applicable taxes (federal, state or other) that it is required to withhold
therefrom unless Parker has otherwise paid to such Employer the amount of such
taxes.
7.7 AMENDMENTS AND WAIVERS
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed
by Parker and the Employer or Employers that shall be bound by such
modification, waiver or discharge. No waiver by any party hereto at any time of
any breach by any other party hereto of, or in compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
7.8 NO DUPLICATE SEVERANCE; ENTIRE AGREEMENT
(a) Notwithstanding any term to the contrary in this Agreement, in
the event Parker shall become entitled to receive a severance payment pursuant
to Section 4.4(a) above under circumstances which also entitle him to receive
another severance payment under any severance policy or plan of an Employer,
then the other severance payment due to Parker pursuant to such policy or plan
automatically shall be reduced by the amount of the severance payment paid or
payable under Section 4.4(a) (but shall not be reduced by the amount of any
Gross-Up Payment paid or payable under Section 4.6).
(b) The parties acknowledge, confirm and agree that, except as
expressly provided herein, this Agreement represents the entire agreement of the
parties, and no agreement or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by any party
which are not set forth expressly in this Agreement.
7.9 GOVERNING LAW
The validity, interpretation, construction and performance of this
agreement shall be governed by the laws of the state of Arizona without regard
to its conflict of laws provision.
7.10 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
7.11 INDEMNIFICATION; LIABILITY INSURANCE
Parker shall be indemnified by the Employers to the full extent
permitted by law and in accordance with the Employers' policies applicable to
other senior executives and directors. In the event Holdings maintains directors
and officers liability insurance, Parker will be insured under such policies
during the Employment Period at a level commensurate with
20.