US Airways 2005 Annual Report Download - page 301

EXHIBIT 10.75
US AIRWAYS GROUP, INC.
2005 EQUITY INCENTIVE PLAN
STOCK APPRECIATION RIGHT AWARD AGREEMENT
Pursuant to the Stock Appreciation Right Award Grant Notice ("Grant Notice") and this Stock Appreciation Right Award Agreement ("Award
Agreement"), US Airways Group, Inc. (the "Company") has awarded you a Stock Appreciation Right Award under its 2005 Equity Incentive Plan (the
"Plan") for the number of stock appreciation rights ("Stock Appreciation Rights") 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 APPRECIATION RIGHTS. The number of Stock Appreciation Rights subject to your Award is set forth in the Grant Notice. Such number
may be adjusted from time to time for capitalization adjustments as described in Section 12(a) of the Plan.
2. CALCULATION OF APPRECIATION. The amount payable upon exercise of each vested Stock Appreciation Right shall be equal to the excess of (A) the Fair
Market Value per share of Common Stock on the date of exercise, over (B) the Fair Market Value per share of Common Stock on the date of grant of the
Stock Appreciation Right (as indicated in the Grant Notice).
3. VESTING. The Stock Appreciation Rights 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 Appreciation Rights 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.
4. EXERCISE. You may exercise the vested portion of your Award during its term by delivering a Notice of Exercise (in a form designated by the Company)
to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional
documents as the Company may then require. The exercise date will be the business day on which your signed Notice of Exercise is received by the
Company. If