US Airways 2005 Annual Report Download - page 308

In the event of the termination of a Participant's employment with the Company (or an Affiliate) on account of retirement (as defined below), total disability
(as defined in the long term disability plan under which the Participant is covered) or death, (i) the Company shall pay to the Participant (or the Participant's
estate in the case of death), at the same time as awards, if any, are paid to other Participants for the same Performance Cycle, the award that the Participant
would have earned and received with respect to the Performance Cycle, if any, that ends with the calendar year in which such termination occurs, had the
Participant's employment continued until the award payment date for such Performance Cycle; and (ii) with respect to a Transition Performance Cycle, the
Company shall pay to the Participant (or the Participant's estate in the case of death), on the award payment date, if any, next following the Participant's
termination of employment, the cash award, if any, that the Participant would have earned and received for that Transition Performance Cycle had the
Participant's employment continued until the award payment date, but such award shall be prorated to reflect the period of employment from the
commencement of the Participant's participation in the Plan with respect to that Transition Performance Cycle to the date of employment termination. For
purposes of the foregoing, "retirement" shall mean the termination of the Participant's employment with the Company (or an Affiliate) after attainment of age
fifty-five (55) and completion of ten (10) years of service with the Company (or an Affiliate). Awards for any other Performance Cycles or Transition
Performance Cycle will not be earned or paid.
If the Participant's employment with the Company (or an Affiliate) is terminated for any reason other than retirement, total disability or death (whether such
termination is voluntary or involuntary), no awards will be earned or paid under the Plan with respect to any Performance Cycles or Transition Performance
Cycles.
SECTION VI. PLAN ADMINISTRATION
The Plan will be administered by the Committee in accordance with the U S Airways Group, Inc. 2005 Equity Incentive Plan and in a manner that satisfies the
requirements of Section 162(m) of the Internal Revenue Code for qualified "performance-based" compensation.
Awards generally are calculated and distributed as provided in Sections IV and V; provided, however, that no award payments will be made unless the
Committee certifies in writing (a) the relative TSR ranking of the Company, (b) that all other material terms of the Plan have been satisfied and (c) that
payments to Participants in stated amounts are appropriate under the Plan.
SECTION VII. ABSENCE OF PLAN FUNDING; NO EQUITY INTEREST
Benefits under the Plan shall be paid from the general funds of the Company, and a Participant (or the Participant's estate in the event of death) shall be no
more than an unsecured general creditor of the Company with no special or prior right to any assets of the Company.
Nothing contained in the Plan shall be deemed to give any Participant any equity or other interest in the assets, business or affairs of the Company or any
related company. It is not intended that a Participant's interest in the Plan shall constitute a security or equity interest within the meaning of any state or
federal securities laws. Page 4