US Airways 2006 Annual Report Download - page 250

Outstanding Group Common Stock and the Outstanding Group Voting Securities, as the case may be; or
(d) Disposition of Assets. Approval by the shareholders of Group of a complete liquidation or dissolution of Group or the consummation of the sale or
other disposition of all or substantially all of the assets of Group, other than to a corporation with respect to which, following such sale or other disposition,
more than 85% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Group Common Stock and Outstanding
Group Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Group Common Stock and Outstanding Group Voting Securities, as the case may be.
1.8 Change of Control Date shall mean the first date on which a Change of Control occurs.
1.9 Change of Control Period shall mean the period beginning on the Change of Control Date and ending on the day two (2) years thereafter.
1.10 Company shall mean US Airways, Inc., a Delaware corporation, and its Affiliates, including its successors and assigns.
1.11 Date of Termination means final date of the Executive's employment.
1.12 Disability shall mean a mental or physical impairment or injury of the Executive which is determined to result in his total and permanent inability to
perform the essential functions of his position without reasonable accommodation, as determined by the Board of Directors based on professional medical
and/or psychological opinions, or the Executive's eligibility to receive disability benefits under the terms and conditions of the Company's long-term disability
policy, based on an "own occupation" definition under the policy
1.13 Effective Date shall mean the date of the emergence of Group and the Company from the protection of the U.S. Bankruptcy Court, as defined by
Paragraph 1.63 of the Joint Plan of Reorganization of US Airways Group, Inc. and its Affiliated Debtors, dated August 9, 2005, as amended and confirmed by
that certain Findings of Fact, Conclusions of Law and Order Confirming the Joint Plan of Reorganization, dated September 16, 2005.
1.14 Good Reason shall mean:
(a) the assignment to the Executive of any duties materially inconsistent with the Executive's position, authority, duties or responsibilities as
contemplated by this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or
responsibilities; provided, that the Executive has delivered a written notice to the Company which identifies the manner in which the Executive believes that
the assignment or other Company action would meet the provisions of this paragraph, and the Company has had at
CRELLIN EMPLOYMENT AGREEMENT Page 4