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U S AIRWAYS GROUP, INC Performance-Based Award Plan

Performance Unit Award Agreement

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This Performance Unit Award Agreement involves

US AIRWAYS GROUP INC

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Title: U S AIRWAYS GROUP, INC Performance-Based Award Plan
Date: 3/15/2006

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Exhibit 10.79



U S AIRWAYS GROUP, INC.
Performance-Based Award Plan
(Amended and Restated Effective November 2, 2005)

Section I. Purpose

The purpose of the US Airways Group, Inc. Performance-Based Award Plan (the “Plan”) is to

 

Focus management efforts on the creation of long-term stockholder value.

 

 

 

 

Encourage strategic decision-making by providing rewards for the long-term achievement of Company goals.

The Plan, formerly known as the America West Airlines Performance-Based Plan, first became effective as of January 1, 2003 (the “Effective Date”). This amended and restated version of the Plan is effective November 2, 2005, and reflects the September 27, 2005 merger of America West Holdings Corporation and US Airways Group, Inc. The Plan is administered in accordance with the U S Airways Group, Inc. 2005 Equity Incentive Plan

Section II. Eligibility Criteria

Officers of US Airways Group, Inc. (the “Company”) or an Affiliate (as that term is defined in the US Airways Group, Inc. 2005 Equity Incentive Plan) whose responsibilities have a direct and significant impact on Company results are eligible to participate in the Plan. The Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) will, at its sole discretion, select individual officers to participate in the Plan (each a “Participant”). Participation in one performance cycle (as such term is defined in Section IV) under the Plan does not assure participation in any other performance cycle.

A person who is hired by the Company (or an Affiliate) as an eligible officer or promoted to eligible officer status, in either case after the commencement of a performance cycle (as such term is defined in Section IV) or a transition performance cycle (as such term is defined in Section IV) (i) shall participate in the Plan only with respect to performance cycles, if any, that commence on or after the date of hire or promotion, and (ii) shall participate in transition performance cycles on such basis, if any, as the Committee may provide.

Section III. Award Levels

Participants have the opportunity to earn cash awards under the Plan based on the achievement of long-term Company performance and, with certain exceptions set forth in Section V,

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continued active employment by the Company (or an Affiliate) in an eligible position through the date of payment of the cash awards. Threshold, target, and maximum award levels are set forth below. All award levels are expressed as a percentage of a Participant’s base salary, as in effect on the date of payment of the cash award.

Award Levels Expressed as
Percentages of Base Salary

 

 

 

 

 

 

 

Officer Level

 

Threshold

 

Target

 

Maximum

CEO

 

54%

 

125%

 

200%

EVP

 

43%

 

100%

 

175%

SVP

 

30%

 

70%

 

140%

VP

 

20%

 

45%

 

90%

Performance below the threshold level for any performance cycle (as such term is defined in Section IV) or transition performance cycle (as such term is defined in Section IV) will result in no cash award. The maximum award for any performance cycle is two times the target award, and the maximum award for any transition performance cycle is the target award, subject in both cases to further limitations contained in the US Airways Group, Inc. 2005 Equity Incentive Plan.

Section IV. Award Calculation

Awards are calculated based on Total Stockholder Return (“TSR”) of the Company over the performance cycle (as such term is defined in this section) or transition performance cycle (as such term is defined in this section) relative to the TSRs of a pre-defined competitive peer group. TSR, for purposes of this Plan, is the rate of return, including both the price appreciation of the Company’s Class A Common Stock or a competitive peer company’s common stock and the reinvestment of any dividends declared on such common stock, over the relevant performance cycle or transition performance cycle. In order to smooth out market fluctuations, the average daily closing price (adjusted for splits and dividends) for the common stock of the Company and of the companies in the pre-defined competitive peer group for the three months prior to the first and last days of the performance cycle or transition performance cycle will be used to determine TSR. Daily closing price of a share of common stock is the stock price at the close of trading (4:00 p.m. Eastern Time) of the national exchange (New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange) on which such stock is traded.

A)

 

Performance Cycles and Transition Performance Cycles

 

 

 

 

 

A performance cycle, over which TSR is measured, is the three-year period beginning January 1 of a given year and ending December 31 of the second following year (each a “Performance Cycle”). The Committee, in its sole discretion, may authorize Performance Cycles, and it is anticipated, although not assured, that a three-year Performance Cycle will begin each January 1.

 

 

 

 

 

All officers of the Company (or an Affiliate) otherwise eligible to participate in the Plan will be eligible to participate in a special Performance Cycle commencing September 27, 2005, and ending December 31, 2008.

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In addition to the Performance Cycles described in the preceding paragraphs, there will be two transition performance cycles over which TSR is measured (each a “Transition Performance Cycle


 
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