US Airways 2008 Annual Report Download - page 376

Exhibit 10.78
FORM OF ANNUAL GRANT AGREEMENT
US AIRWAYS GROUP, INC.
2008 EQUITY INCENTIVE PLAN
DIRECTOR VESTED SHARE AWARD AGREEMENT
Pursuant to the Director Vested Share Award Grant Notice ("Grant Notice") and this Director Vested Share Award Agreement ("Award Agreement"), US
Airways Group, Inc. (the "Company") grants you a Vested Share Award under its 2008 Equity Incentive Plan (the "Plan") for the number of vested shares of
Company Stock ("Vested Shares") as indicated in the Grant Notice (collectively, the "Award"). Terms not defined in this Award Agreement but defined in the
Plan have the same definitions as in the Plan.
The details of your Award are as follows:
1. NUMBER OF VESTED SHARES OF COMPANY STOCK. The number of Vested Shares subject to your Award is stated in the Grant Notice. Each
Vested Share represents one (1) share of Company Stock.
2. VESTING. The Vested Shares are fully vested on the Date of Grant as provided in your Grant Notice,
3. PAYMENT. This Award was granted in consideration of your services to the Company. You will not be required to make any payment to the Company
(other than your past and future services with the Company) with respect to your receipt of the Award or the delivery of the shares of Company Stock.
4. DELIVERY OF SHARES. The Company will deliver to a broker designated by the Company on your behalf, a number of shares of Company Stock
equal to the number of Vested Shares subject to your Award. The Company shall determine the form of delivery of the shares of Company Stock subject to
your Award.
5. SECURITIES LAW COMPLIANCE. Your Award is subject to the provisions of Section 17 of the Plan on continuing securities law compliance.
6. TRANSFER RESTRICTIONS. Before the shares of Company Stock subject to your Award have been delivered to you, you may not transfer, pledge,
sell, or otherwise dispose of the shares. This restriction on transfer will lapse upon delivery to you of shares of Company Stock in respect of your Vested
Shares. Your Award is not transferable, except by will or by the laws of descent and distribution.
7. AWARD NOT A SERVICE CONTRACT. Your Award is not a 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 Related