US Airways 2005 Annual Report Download - page 299

to the Company's obligation, if any, to distribute shares of Common Stock pursuant to this Agreement. You shall not have voting or any other rights as a
stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you. Nothing
contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship
between you and the Company or any other person.
10. WITHHOLDING OBLIGATIONS.
(a) At the time you receive a distribution of shares of Common Stock pursuant to your Award, or at any time thereafter as requested by the Company,
you hereby authorize withholding from payroll and any other amounts payable to you, in the same calendar year as you exercise your Award, and otherwise
agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with such distribution.
(b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or
restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you pursuant to your Award a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as of the date of distribution, not in excess of the minimum amount of tax
required to be withheld by law (or such lesser amount as may be necessary to avoid variable award accounting).
(c) Unless the tax withholding obligations of the Company and/or any Affiliate thereof are satisfied, the Company shall have no obligation to deliver to
you any shares of Common Stock pursuant to your Award.
11. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.
12. MISCELLANEOUS.
(a) The rights and obligations of the Company with respect to your Award shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of, and be enforceable by the Company's successors and assigns.
(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry
out the purposes or intent of your Award.
(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your Award.