exv10w4



 





Exhibit 10.4




SUMMARY OF DIRECTOR COMPENSATION AND BENEFITS



Non-employee directors of US Airways Group, Inc. (“US Airways Group”) and US Airways, Inc. (“US
Airways”) currently receive the following compensation for their Board service:




Annual Retainer: $20,000

Annual Committee Chair Retainer (other than Audit): $4,000

Audit Committee Chair Retainer: $10,000

Attendance Fees: $1,000 for each Board or committee meeting attended




2005 Equity Incentive Plan Grants



In accordance with the terms of the 2005 Equity Incentive Plan (the “2005 Plan”), each non-employee
director elected or appointed for the first time after January 1, 2006 receives, on the date of his
or her election or appointment to the Board of Directors, a grant of either (1) 4,125 options
exercisable for shares of US Airways Group’s common stock, with an exercise price based on the Fair
Market Value (as defined in the 2005 Plan) of the common stock on the date of grant, or (2) if
determined by the Board in accordance with the terms of the 2005 Plan, a Stock Bonus Award or Stock
Unit Award in an amount not greater than the number of shares of common stock equal to quotient of
(a) the “fair value” of the grant of 4,125 options, as calculated pursuant to the terms of the 2005
Plan, divided by (b) the Fair Market Value of the common stock on the date of grant. In September
2007, the Board of Directors determined that all future initial grants would be in the form of
Stock Bonus Awards.



In accordance with the terms of the 2005 Plan, each incumbent non-employee director receives,
following each annual meeting of stockholders occurring after January 1, 2006, an annual grant of
either (1) 4,125 options exercisable for shares of US Airways Group’s common stock, with an
exercise price based on the Fair Market Value (as defined in the 2005 Plan) of the common stock on
the date of grant, or (2) if determined by the Board in accordance with the terms of the 2005 Plan,
a Stock Bonus Award or Stock Unit Award in an amount not greater than the number of shares of
common stock equal to quotient of (a) the “fair value” of the grant of 4,125 options, as calculated
pursuant to the terms of the 2005 Plan, divided by (b) the Fair Market Value of the common stock on
the date of grant. In September 2007, the Board of Directors determined that all future annual
grants would be in the form of Stock Bonus Awards. The annual grant will not apply if the
non-employee director is elected for the first time at the annual meeting (in which case the
individual will instead receive the initial grant described above). The annual grant will also be
subject to pro ration for directors who have not served the full period since the prior annual
meeting, in accordance with the terms of the 2005 Plan.




Travel Benefits



Non-employee directors and their immediate family members, including children under the age of 23,
as well as a limited number of non-eligible family members and unrelated persons, are provided free
transportation on US Airways, along with reimbursement for federal and state income taxes in
connection with that travel.




Expense Reimbursement



Non-employee directors will also be reimbursed for all reasonable out-of-pocket expenses incurred
in connection with attendance at meetings upon submission of receipts.