US Airways 2005 Annual Report Download - page 298

receipt of the Award, vesting of the Stock Units, or the delivery of the shares of Common Stock subject to the Stock Units, other than any required
withholding.
5. DELIVERY OF SHARES.
(a) Subject to Sections 5(b) and 10 below, your vested Units shall be converted into shares of Common Stock, and the Company will deliver to you a
number of shares of the Company's Common Stock equal to the number of vested shares subject to your Award, on the applicable vesting date. The form of
delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.
(b) In the event that the Company determines that you are subject to its policy regarding trading of the Company's stock by its officers and directors and
any shares of Common Stock subject to your Award are scheduled to be delivered on a day (the "Original Distribution Date") that does not occur during a
"window period" applicable to you, as determined by the Company in accordance with such policy, then such shares shall not be delivered on such Original
Distribution Date and shall instead be delivered on the first day of the next "window period" applicable to you pursuant to such policy.
6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you will not be issued any shares of Common Stock under
your Award unless either (a) such shares are then registered under the Securities Act or (b) the Company has determined that such issuance would be exempt
from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and
you will not receive any shares of Common Stock under your Award if the Company determines that such receipt would not be in material compliance with
such laws and regulations.
7. TRANSFER RESTRICTIONS. Prior to the time that the shares of Common Stock subject to your Award have been delivered to you, you may not transfer,
pledge, sell or otherwise dispose of such shares. For example, you may not use shares of Common Stock that may be issued in respect of your Stock Units as
security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares
of Common Stock in respect of your vested Stock Units. Your Award is not transferable, except by will or by the laws of descent and distribution.
8. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any
way whatsoever any obligation on your part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to
continue such service. In addition, nothing in your Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors or
employees to continue any relationship that you might have as an Employee or Consultant of the Company or any Affiliate.
9. UNSECURED OBLIGATION. Your Award is unfunded, and even as a holder of vested Stock Units, you shall be considered an unsecured creditor of the
Company with respect