U S AIRWAYS GROUP, INC.
Performance-Based Award Plan
(Amended and Restated Effective November 2,
2005)
The purpose of
the US Airways Group, Inc. Performance-Based Award Plan (the
“Plan”) is to
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Focus management efforts on the
creation of long-term stockholder value.
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Encourage strategic decision-making
by providing rewards for the long-term achievement of Company
goals.
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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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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
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Officer Level
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Threshold
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Target
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Maximum
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54%
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125%
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200%
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43%
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100%
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175%
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30%
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70%
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140%
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20%
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45%
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90%
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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.
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Performance Cycles and Transition
Performance Cycles
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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.
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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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