US AIRWAYS GROUP, INC.
2008 EQUITY INCENTIVE PLAN
STOCK APPRECIATION RIGHT (CASH-SETTLED) AWARD AGREEMENT
Pursuant to the Stock Appreciation Right (Cash-Settled) Award Grant Notice (“ Grant Notice ”) and this
Stock Appreciation Right (Cash-Settled) Award Agreement (“ Award Agreement ”), US Airways Group, Inc.
(the “ Company ”) has awarded you a Stock Appreciation Right Award under its 2008 Equity Incentive Plan (the
“ Plan ”) for the number of stock appreciation rights (“ Stock Appreciation Rights ”) 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 STOCK APPRECIATION RIGHTS. The number of Stock Appreciation Rights
subject to your Award is stated in the Grant Notice. The number may be adjusted for capitalization adjustments as
described in Section 19 of the Plan.
2. CALCULATION OF APPRECIATION. The amount payable upon exercise of each vested Stock
Appreciation Right shall be equal to the excess of (A) the Fair Market Value per share of Company Stock on the
date of exercise, over (B) the Fair Market Value per share of Company Stock on the date of grant of the Stock
Appreciation Right (as indicated in the Grant Notice).
3. VESTING. The Stock Appreciation Rights shall vest, if at all, as provided in the vesting schedule in your
Grant Notice, provided, however , that:
(a) except as provided in Section 3(b) below, vesting shall cease upon your separation from service with
the Company and all Related Companies; and
(b) vesting of all Stock Appreciation Rights shall be fully accelerated (i) if you experience a separation
from service with the Company or a Related Company because of your death, Disability, or Retirement; or (ii) in
the event of a Change of Control that occurs after the Date of Grant while you are employed by the Company or a
(a) Subject to Secti