US Airways 2005 Annual Report Download - page 297

EXHIBIT 10.74
US AIRWAYS GROUP, INC.
2005 EQUITY INCENTIVE PLAN
STOCK UNIT AWARD AGREEMENT
Pursuant to the Stock Unit Award Grant Notice ("Grant Notice") and this Stock Unit Award Agreement ("Award Agreement"), US Airways Group, Inc.
(the "Company") has awarded you a Stock Unit Award under its 2005 Equity Incentive Plan (the "Plan") for the number of stock units ("Stock Units") as
indicated in the Grant Notice (collectively, the "Award"). Except where indicated otherwise, defined terms not explicitly defined in this Award Agreement but
defined in the Plan shall have the same definitions as in the Plan.
The details of your Award are as follows:
1. NUMBER OF STOCK UNITS AND SHARES OF COMMON STOCK. The number of Stock Units subject to your Award is set forth in the Grant Notice. Each Stock
Unit shall represent the right to receive one (1) share of Common Stock. The number of Stock Units subject to your Award and the number of shares of
Common Stock deliverable with respect to such Stock Units may be adjusted from time to time for capitalization adjustments as described in Section 12(a) of
the Plan.
2. VESTING. The Stock Units shall vest, if at all, as provided in the vesting schedule set forth in your Grant Notice, provided, however, that:
(a) vesting shall cease upon the termination of your Continuous Service; and
(b) vesting of all Stock Units shall be fully accelerated in the event that (i) your Continuous Service is terminated by the Company without Cause (as
defined in the Plan) or by reason of your death or Disability (as defined in the Plan), (ii) you terminate your Continuous Service for Good Reason (as defined
in your Executive Change in Control and Severance Benefits Agreement or Employment Agreement, as applicable) or (iii) your Continuous Service is
terminated involuntarily with or without Cause (as defined in the Plan) within twenty-four (24) months following a Change in Control (as defined in the Plan)
of the Company that occurs subsequent to September 27, 2005.
3. DIVIDENDS. You will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of
shares subject to your Award, provided that if any such dividends or distributions are paid in shares, the Fair Market Value of such shares will be converted
into additional shares covered by the Award, and further provided that such additional shares will be subject to the same forfeiture restrictions, restrictions on
transferability, and time and manner of delivery as apply to the other Stock Units and Common Stock subject to your Award.
4. PAYMENT. This Award was granted in consideration of your services to the Company. Subject to Section 10 below, you will not be required to make any
payment to the Company (other than your past and future services with the Company) with respect to your