US Airways 2008 Annual Report Download - page 382

"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 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 Program with respect to any Performance Cycles.
SECTION VI. PROGRAM ADMINISTRATION
The Program will be administered by the Committee in accordance with the 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 Program have been satisfied and (c) that
payments to Participants in stated amounts are appropriate under the Program.
SECTION VII. ABSENCE OF PROGRAM FUNDING; NO EQUITY INTEREST
Benefits under the Program 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 Program 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 Program shall constitute a security or equity interest within the meaning of any state or
federal securities laws.
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 Program.
SECTION IX. NO EMPLOYMENT RIGHTS
This Program 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 Program, which interpretations shall be final and binding on all persons. The provisions
of this document shall Page 4