exv4w2






Exhibit 4.2




FORM OF ANNUAL GRANT AGREEMENT




US AIRWAYS GROUP, INC.

2011 INCENTIVE AWARD PLAN

DIRECTOR STOCK PAYMENT AWARD AGREEMENT



     Pursuant to the Director Stock Payment Award Grant Notice (“Grant Notice”) and this Director
Stock Payment Award Agreement (“Award Agreement”), US Airways Group, Inc. (the “Company”) grants
you a Stock Payment Award under its 2011 Incentive Award Plan (the “Plan”) for the number of vested
shares of Company Stock (“Vested Shares”) 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 VESTED SHARES OF COMPANY STOCK. The number of Vested Shares subject to your Award
is stated in the Grant Notice. Each Vested Share represents one share of common stock of the
Company (“Company Stock”).



     2. VESTING. This Award is fully vested on the Date of Grant as provided in your Grant Notice.



     3. PAYMENT. This Award was granted in consideration of your services to the Company. You will
not be required to make any payment to the Company (other than your past and future services with
the Company) with respect to your receipt of the Award or the delivery of the shares of Company
Stock.



     4. DELIVERY OF SHARES. The Company will deliver to a broker designated by the Company on your
behalf, a number of shares of Company Stock equal to the number of Vested Shares subject to your
Award. The Company shall determine the form of delivery of the shares of Company Stock subject to
your Award.



     5. COMPLIANCE WITH APPLICABLE LAW. Your Award is subject to the provisions of Section 12.4 of
the Plan on compliance with all applicable laws, regulations of governmental authorities and, if
applicable, the requirements of any exchange on which the Company Stock is listed or traded.



     6. TRANSFER RESTRICTIONS. Before the shares of Company Stock subject to your Award have been
delivered to you, you may not transfer, pledge, sell, or otherwise dispose of the shares. This
restriction on transfer
will lapse upon delivery to you of shares of Company Stock in respect of your Vested Shares.
Your Award is not transferable, except by will or by the laws of descent and distribution.



     7. AWARD NOT A SERVICE CONTRACT. Your Award is not a service contract, and nothing in your Award
shall be deemed to create in any way whatsoever any obligation on your part to continue in the
service of the Company or any Affiliate, or on the part of the
Company or any Affiliate to continue
your service. Nothing in your Award shall obligate the



 









 




Company or its stockholders to continue any
relationship that you have as a Non-Employee Director of the Company.




     8. NOTICES. Any notices provided for in your Award or the Plan shall be given in the manner
designated by the Company and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the Company.



     9. MISCELLANEOUS.



          (a) The Company’s rights and obligations with respect to your Award shall be transferable by
the Company to any one or more persons or entities, and all of your covenants and agreements shall
inure to the benefit of, and be enforceable by the Company’s successors and assigns.




          (b) You agree upon request to execute any further documents or instruments necessary or
desirable in the Company’s sole determination to carry out the purposes or intent of your Award.




          (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to accepting your Award, and fully understand all
provisions of your Award.




          (d) This Agreement will be subject to all applicable laws, rules, and regulations, and to any
required governmental agency or national securities exchange approvals.




          (e) The Company’s obligations under the Plan will be binding on any successor to the Company,
whether the existence of the successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the Company’s business and/or assets.




     10. DATA PRIVACY WAIVER. By accepting the Award, you hereby agree and consent to:



          (a) the collection, use, processing and transfer by the Company of certain personal
information about you (the “Data”);




          (b) any members of the Company transferring Data amongst themselves for the purposes of
implementing, administering and managing the Plan;




          (c) the use of such Data by any such person for such purposes; and




          (d) the transfer to and retention of such Data by third parties in connection with such
purposes.




     For the purposes of subsection (a) above, “Data” means your name, home address and telephone
number, date of birth, other information, any tax or other identification number, details



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of all
rights to acquire Company Stock granted to you and of Company Stock issued or transferred to you
pursuant to the Plan.




     11. HEADINGS. This Agreement’s Section headings are for convenience only and shall not constitute
a part of this Agreement or affect this Agreement’s meaning.



     12. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, then that shall not invalidate any portion of
this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement
(or part of such a Section) declared to be unlawful or invalid shall, if possible, be construed in
a manner that will give effect to the terms of the Section or part of a Section to the fullest
extent possible while remaining lawful and valid.



     13. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the
provisions of which are made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may be promulgated and adopted under the Plan. If there is
a conflict between the provisions of your Award and those of the Plan, then the provisions of the
Plan shall control.




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