Exhibit 10.1





EXHIBIT 10.1









US AIRWAYS GROUP, INC.

2010 Annual Incentive Program

(Established Effective January 20, 2010)




Section I. Purpose




The purpose of the US Airways Group, Inc. 2010 Annual Incentive Program (the “Program”) is to:




	•	 	Motivate executives and other key management to increase shareholder value, and







	•	 	Encourage strategic decision-making by rewarding the achievement of certain financial and
operational goals.






The Program sets forth the terms and conditions for cash Performance Grants and Incentive Awards
(“Awards”) to be paid for the 2010 Plan Year under the US Airways Group, Inc. 2008 Equity Incentive
Plan (the “Plan”) to individuals employed in eligible positions.



Section II. Eligibility Criteria




Employees of US Airways Group, Inc. (the “Company”) or a Related Company (as that term is defined
in the Plan) who are currently employed in the following organizational levels are eligible to
participate in the Program:



Chief Executive Officer

President

Executive Vice President

Senior Vice President

Vice President

Managing Director

Director




Notwithstanding anything in this Program to the contrary, pilots who serve in management positions
up to and including the managing director level within the east pilot contract group are not
eligible to participate in the Program.



An employee who is hired by the Company (or a Related Company) into an eligible position on or
before September 30th of the Plan Year (as defined in the Plan) or who is promoted by the Company
(or a Related Company) into an eligible position from a non-eligible position at any time during
the Plan Year is eligible to participate in the Program
for the Plan Year, but any Award earned hereunder for the Plan Year shall be reduced pro rata to
reflect the number of whole months during the Plan Year such employee is eligible for the Program.


 


 









 





An employee who is promoted or demoted by the Company (or a Related Company) into an eligible
position at any time during the Plan Year from another eligible position with a lower or higher
Award Level (as listed in Section III below), will receive an Award for the Plan Year that is
adjusted pro rata to reflect the number of whole months such employee was employed at each eligible
position and the Award Level for such position.



An employee who is demoted by the Company (or a Related Company) into a non-eligible position at
any time during the Plan Year from an eligible position, will receive an Award for the Plan Year
(subject to Section IV below) that is reduced pro rata to reflect the number of whole months such
employee was employed at an eligible position, notwithstanding that such employee is not currently
eligible to participate in the Program.



For purposes of making pro rata adjustments under this Program, an employee will receive credit for
a whole month in a position if such employee is in the applicable position on or before the 15th
day of the applicable month; and an employee will not receive credit for any month in which the
employee does not continue in the applicable position through the 16th day of the
applicable month.



Awards are conditioned upon the employee’s continued active employment with the Company (or a
Related Company) through the date of payment of the Award, with certain exceptions set forth in
Section IV below.



Section III. Award Levels




Participants have the opportunity to earn Performance Grants and Awards under the Program for the
2010 Plan Year based on the achievement of certain financial and operational targets as described
in the Plan and as adopted by the Committee in writing at the time of its approval of this Program.



Awards will be adjusted to reflect the employee’s eligible position(s) as set forth in Section II
above.



The Committee may, in its discretion, increase or decrease the amount of an Award based on
individual performance, by which a Participant’s Award may be increased by up to 50% or decreased
to zero. The aggregate effect of the individual performance modifier for all Participants may not
result in an increase to the aggregate Program incentive amount. Further, in no event shall an
individual payout exceed 200% of the target.


 


 









 





Minimum, target, and maximum Award Levels are set forth below.



Award Levels Expressed as 

Percentage of Base Salary




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Level	 	Minimum	 	 	Target	 	 	Maximum	 
	Chief Executive Officer
	 	 	0%		 	 	100%		 	 	200%	
	President
	 	 	0%		 	 	80%		 	 	160%	
	Executive Vice President
	 	 	0%		 	 	80%		 	 	160%	
	Senior Vice President
	 	 	0%		 	 	60%		 	 	120%	
	Vice President
	 	 	0%		 	 	50%		 	 	100%	
	Managing Director
	 	 	0%		 	 	35%		 	 	70%	
	Director
	 	 	0%		 	 	25%		 	 	50%	






All Award Levels are expressed as a percentage of the employee’s base salary as in effect on
the last day of the Plan Year, except that:




	 	•	 	if the employee is promoted or demoted during the Plan Year as described in Section II,
the last base salary in effect for such employee at the eligible position prior to the
demotion or promotion will be used to determine the pro rata Award attributable to such
eligible position; and







	 	•	 	if the employee is a pilot who serves in a management position up to and including the
managing director level within the west pilot contract group, the base salary for purposes
of determining the Award for such eligible position will not exceed the highest base
salary of any eligible non-pilot employee at the equivalent Award Level (as set forth in
the table above) used to determine any Award under this Program for the Plan Year.






If a Participant is continuously and actively employed during the entire Plan Year, but forfeits
his or her Award because the Participant did not satisfy the continuous active employment
requirements set forth in Section IV through the date of payment of the Award, then the CEO or his
or her designee is hereby authorized to reallocate the value of such Award among other Participants
who have qualified for Awards under the Program and whose individual performances, in the opinion
of the CEO or his or her designee, warrant increased Award amounts. An Award will be increased
only to the extent that it does not exceed any dollar or percentage limits set by the Committee at
the time of approval of the Program, and to the extent it will be credited to an executive officer,
only if the Committee approves the increased amount.



Section IV. Award Payment Timing, Early Payment and Separation




All Awards shall be paid in cash as soon as possible after the close of the 2010 Plan Year, but no
later than March 15, 2011, or as soon thereafter if such payment was administratively impracticable
to make by such date and such impracticability was unforeseeable as of the date upon which the
legally binding right to such payment arose (as determined under Treasury Regulation Section
1.409A-1(b)(4)(ii)). Payments will be subject to all required federal, state, and local tax
withholding.


 


 









 





To receive an Award, an employee must be in continuous active employment with the Company (or a
Related Company) through the date of payment of the Award, unless otherwise prohibited by law,
subject to the following special rules:




	•	 	if the employee is on a leave of absence on the date of payment of the Award, but is
otherwise eligible for such Award, the employee will receive the applicable payment as soon as
possible after the date the employee has returned to active employment with the Company (or a
Related Company) for thirty (30) days, or thirty (30) days after the employee separates from
service with the Company (and all Related Companies) due to death, Disability (as defined in
the Plan), or on account of retirement (as defined below) during such leave of absence.







	•	 	if the employee separates from service with the Company (and all Related Companies) while
actively employed in an eligible position due to death, Disability, or retirement prior to the
payment of the Award, but is otherwise eligible for such Award, the employee will be treated
as having been actively employed on the date of payment of the Award.






For purposes of this Program, “retirement” means the employee’s separation from service with the
Company (and all Related Companies) after attainment of age fifty-five (55) and completion of ten
(10) years of service with the Company (or any Related Company).



If the employee separates from service with the Company (and all Related Companies) for any reason
other than death, Disability, or retirement (whether such separation is voluntary or involuntary or
during active employment or a leave of absence), or does not return from a leave of absence
existing at the date of payment of an Award and continue employment thereafter for at least thirty
(30) days, no unpaid Award will be due under the Program, unless otherwise required by law.



Section V. Program Administration




The Program will be administered by the Committee in accordance with the Plan and, where an Award
is intended by the Committee to qualify as a Performance Grant under the Plan, in a manner that
satisfies the requirements of Section 162(m) of the Internal Revenue Code for qualified
“performance-based” compensation.



Awards generally are calculated and distributed as provided in Sections III and IV; provided,
however, that no Award payments will be made unless the Committee certifies in writing with respect
to each officer (a) that all material terms of the Program have been satisfied and (b) that
payments to the employee in stated amounts are appropriate under the Program.



Section VI. Absence of Program Funding; No Equity Interest




Benefits under the Program shall be paid from the general funds of the Company (or the Related
Company), and an employee (or the employee’s estate in the event of death) shall be no more
than an unsecured general creditor of the Company (or the
Related Company) with no special or prior right to any assets of the Company (or the Related
Company).


 


 









 





Nothing contained in the Program shall be deemed to give any employee any equity or other interest
in the assets, business or affairs of the Company or any Related Company. It is not intended that
an employee’s interest in the Program shall constitute a security or equity interest within the
meaning of any state or federal securities laws.



Section VII. No Transferability




An employee shall not have any right to transfer, sell, alienate, assign, pledge, mortgage,
collateralize or otherwise encumber any of the payments provided by this Program.



Section VIII. No Employment Rights




This Program is not intended to be a contract of employment. Both the employee and the Company
(and all Related Companies) have the right to end their employment with or without cause or notice.



Section IX. Interpretation, Amendment and Termination




The Committee shall have the power to interpret all provisions of the Program, which
interpretations shall be final and binding on all persons. The provisions of this document
shall supersede all provisions of any and all such prior documents relating to the Program and
its subject matter. However, if the provisions of this document conflict with any provision
of the Plan, the provisions set forth in the Plan shall govern in all cases. The laws of the
State of Delaware shall govern all questions concerning the construction, validity and
interpretation of the Program, without regard to such state’s conflict of laws rules.



The Committee reserves the right to amend or terminate the Program at any time, with or
without prior notice; provided, however, that all amendments to the Program shall preserve the
qualification of Performance Grants made under the Program as “performance-based” compensation
under Section 162(m) of the Internal Revenue Code. Notwithstanding the foregoing, the
Committee may not amend the Program in a way that would materially impair the rights of an
employee with respect to a previously-granted Award, except to the extent necessary to
preserve the qualification of Performance Grants as “performance-based” compensation under
Section 162(m) of the Internal Revenue Code or unless such employee has consented in writing
to such amendment.



Notwithstanding the foregoing, in the event of any act of God, war, natural disaster, aircraft
grounding, revocation of operating certificate, terrorism, strike, lockout, labor dispute,
work stoppage, fire, epidemic or quarantine restriction, act of government, critical materials
shortage, or any other act beyond the control of the Company, whether similar or dissimilar
(each a “Force Majeure Event”), which Force Majeure Event affects the Company or its Related
Companies or other affiliates, the Committee, in its sole discretion, may terminate or suspend, delay, defer (for such period of
time as the Committee may deem necessary), or substitute any Awards due currently or in the
future under the Program, including, but not limited to, any Awards that have accrued to the
benefit of employees but have not yet been paid, subject to Section 409A of the Internal
Revenue Code and the regulations and guidance promulgated thereunder.