US AIRWAYS GROUP, INC.
2005 EQUITY INCENTIVE PLAN
STOCK APPRECIATION RIGHT AWARD AGREEMENT
Pursuant to the Stock Appreciation Right Award Grant Notice (“ Grant Notice ”) and this Stock
Appreciation Right Award Agreement (“ Award Agreement ”), US Airways Group, Inc. (the “ Company ”)
has awarded you a Stock Appreciation Right Award under its 2005 Equity Incentive Plan (the “ Plan ”) for the
number of stock appreciation rights (“ Stock Appreciation Rights ”) as indicated in the Grant Notice
(collectively, the “ Award ”). Except where indicated otherwise, defined terms not explicitly defined in this
Award Agreement but defined in the Plan shall 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 set forth in the Grant Notice. Such number may be adjusted from time to time for capitalization
adjustments as described in Section 12(a) 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 Common Stock on the
date of exercise, over (B) the Fair Market Value per share of Common 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 set forth
in your Grant Notice, provided, however , that:
(a) vesting shall cease upon the termination of your Continuous Service; and
(b) vesting of all Stock Appreciation Rights shall be fully accelerated in the event that (i) your Continuous
Service is terminated by the Company without Cause (as defined in the Plan) or by reason of your death or
Disability (as defined in the Plan), (ii) you terminate your Continuous Service for Good Reason (as defined in
your Executive Change in Cont