US Airways 2005 Annual Report Download - page 309

SECTION VIII. NO TRANSFERABILITY
A Participant shall not have any right to transfer, sell, alienate, assign, pledge, mortgage, collateralize or otherwise encumber any of the payments provided by
this Plan.
SECTION IX. NO EMPLOYMENT RIGHTS
This Plan is not intended to be a contract of employment. Both the Participant and the Company have the right to end their employment relationship with or
without cause or notice.
SECTION X. INTERPRETATION, AMENDMENT AND TERMINATION
The Committee shall have the power to interpret all provisions of the Plan, which interpretations shall be final and binding on all persons. The provisions of
this document shall supersede all provisions of any and all such prior documents relating to the Plan and its subject matter. However, if the provisions of this
document conflict with any provision of the U S Airways Group, Inc. 2005 Equity Incentive Plan, the provisions set forth in the U S Airways Group, Inc.
2005 Equity Incentive Plan shall govern in all cases. The laws of the State of Delaware shall govern all questions concerning the construction, validity and
interpretation of the Plan, without regard to such state's conflict of laws rules.
The Committee reserves the right to amend or terminate the Plan at any time, with or without prior notice; provided, however, that all amendments to the Plan
shall preserve the qualification of awards under the Plan as "performance-based" compensation under Section 162(m) of the Internal Revenue Code.
Notwithstanding the foregoing, (a) except as provided in Section IV with respect to the calculation of TSR and in the following clause (b), the Committee may
not amend the Plan in a way that would materially impair the rights of a Participant with respect to a Performance Cycle or Transition Performance Cycle that
already has begun at the time of such amendment, unless such Participant has consented in writing to such amendment; and (b) in the event of any act of God,
war, natural disaster, aircraft grounding, revocation of operating certificate, terrorism, strike, lockout, labor dispute, work stoppage, fire, epidemic or
quarantine restriction, act of government, critical materials shortage, or any other act beyond the control of the Company, whether similar or dissimilar (each a
"Force Majeure Event"), which Force Majeure Event affects the Company or its subsidiaries or other affiliates, the Committee, in its sole discretion, may
(i) terminate or (ii) suspend, delay, defer (for such period of time as the Committee may deem necessary), or substitute any awards due currently or in the
future under the Plan, including, but not limited to, any awards that have accrued to the benefit of Participants but have not yet been paid. Page 5