exv4w3






Exhibit 4.3




US AIRWAYS GROUP, INC.

2011 INCENTIVE AWARD PLAN

STOCK APPRECIATION RIGHT (CASH-SETTLED) AWARD GRANT NOTICE



US Airways Group, Inc. (the “Company”), pursuant to its 2011 Incentive Award Plan (the “Plan”),
grants to Participant, as identified below, a Stock Appreciation Right Award covering the number of
Stock Appreciation Rights (the “Stock Appreciation Rights”) set forth below (the “Award”). The
Award consists of a Stock Appreciation Right (Cash-Settled) Award Agreement (the “Award Agreement”)
and this Grant Notice. The Award is subject to all of the terms and conditions in this Grant
Notice, the Award Agreement and the Plan.




Participant: 

Date of Grant: ___________, 20_____

Expiration Date: ___________, 20_____

Number of Stock Appreciation Rights: 

Fair Market Value of Company Stock on Date of Grant: $_________________



VESTING SCHEDULE: Subject to acceleration as described in Section 3 of the Award Agreement, and if
Participant has not experienced a separation from service as an Employee before the applicable
vesting date, then the Stock Appreciation Rights shall vest as follows: [alternate vesting
schedules permissible]



-   ____ % of the Stock Appreciation Rights shall vest on ___________, 20___;

-   ____ % of the Stock Appreciation Rights shall vest on ___________, 20___; and

-   ____ % of the Stock Appreciation Rights shall vest on ___________, 20___.



ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Award Agreement, and the Plan. Participant
further acknowledges that this Grant Notice, the Award Agreement, and the Plan contain the entire
understanding between Participant and the Company about the award of the Stock Appreciation Rights
and supersede all prior oral and written agreements on that subject except (i) awards previously
granted to Participant under the Plan, and (ii) the following agreements only:



OTHER AGREEMENTS: [None or list agreements]




 









 








US AIRWAYS GROUP, INC.

2011 INCENTIVE AWARD 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 2011
Incentive Award 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 14.2 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 at the time 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 as an Employee with the Company and all Affiliates; and




          (b) vesting of all Stock Appreciation Rights shall be fully accelerated (i) if you experience
a separation from service as an Employee with the Company or an Affiliate because of your death,
Disability, or Retirement; or (ii) in the event of a Change in Control that occurs after the Date
of Grant while you are employed by the Company or an Affiliate. For purposes of this Award
Agreement and the Award, Disability shall mean “Disability” within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder.
The Administrator shall determine whether a Disability exists and the determination shall be
conclusive. Further, for purposes of this Award Agreement and the Award, Retirement shall mean
your separation from service as an Employee on or after age 65.




     4. EXERCISE.



          (a) Subject to Section 4(b), you may exercise the vested portion of your Award during its term
by delivering a Notice of Exercise (in a form and manner designated by the Company) to the Company,
together with any additional documents as the Company may require. The exercise date will be the
business day that your Notice of Exercise is received by the Company or its designate. If the
Notice of Exercise is received after normal business hours for a given day, then the exercise date
will be considered to be the following business day.




          (b) If you are subject to the Company’s policy regarding trading of Company Stock, any
provision of such trading policy permitting the exercise of stock appreciation rights at any time
notwithstanding, you may only exercise the vested portion of your Award during a “window period” in
which you would be permitted to purchase or sell Company Stock under that trading policy
(irrespective






 









 







of the fact that the exercise of your Award does not require the actual purchase or sale of
Company stock).




     5. TERM. You may not exercise your Award before the commencement or after the expiration of
its term. The term of your Award commences on the Date of Grant and expires upon the earliest of
the following:



          (a) immediately upon your separation from service as an Employee for Cause (as defined in
subsection (i) below);




          (b) three months after your separation from service as an Employee for any reason other than
for Cause or Change in Control or your death, Disability, or Retirement; provided, that if during
any part of the three month period you may not exercise your Award solely because of the condition
set forth in Section 7 relating to “Compliance with Applicable Law,” your Award shall not expire
until the earlier of the Expiration Date or until it has been exercisable for an aggregate period
of three months after your separation from service as an Employee;




          (c) 18 months after your separation from service as an Employee if, within 24 months following
the date of a Change in Control, (i) you involuntarily terminate service as an Employee with the
Company or an Affiliate for any reason other than Cause or Disability, or (ii) you voluntarily
terminate service as an Employee with the Company or an Affiliate for Good Reason (as defined in
your Executive Change of Control and Severance Benefits Agreement or Employment Agreement, as
applicable);




          (d) three years after your death if you die either before your separation from service as an
Employee or within three months after your separation from service as an Employee for any reason
other than Cause;




          (e) three years after your separation from service as an Employee due to your Disability;




          (f) three years after your separation from service as an Employee due to your Retirement;




          (g) the Expiration Date indicated in your Grant Notice; or




          (h) the day before the seventh anniversary of the Date of Grant.




          (i) For purposes of this Award Agreement, “Cause” means, as determined by the Company, in its
sole discretion, (i) the engagement in fraud, misappropriation of property of the Company, or gross
misconduct damaging to such property or the business of the Company by you, (ii) your conviction of
a felony, or (iii) your violation of any material policy of the Company. The determination that a
separation from service as an Employee is either for Cause or without Cause shall be made by the
Company, in its sole discretion. Any determination by the Company that your separation from
service as an Employee was by reason of dismissal without Cause for purposes of your Award or other
awards held by you shall have no effect upon any determination of the rights or obligations of the
Company or you for any other purpose.




     6. PAYMENT. The amount payable under Section 2 upon exercise of the Award shall be settled
in cash, subject to Section 10.



     7. COMPLIANCE WITH APPLICABLE LAW. The exercise of your Award is subject to the provisions
of Section 12.4 of the Plan on compliance with all applicable laws, regulations of



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governmental authorities and, if applicable, the requirements of any exchange on which the Company
Stock is listed or traded.




     8. TRANSFER RESTRICTIONS. Your Award is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.



     9. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or 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. In addition, nothing in your Award shall obligate the Company
or any Affiliate, their respective stockholders, boards of directors, or employees to continue any
relationship that you might have as an Employee or other Eligible Individual of the Company or any
Affiliate.



     10. WITHHOLDING OBLIGATIONS. At the time you exercise your Award, in whole or in part, or at
any time thereafter as requested by the Company, you authorize the Company and its Affiliates to
withhold from the amount payable under Section 6 an amount of cash sufficient to pay the Applicable
Withholding Taxes which arise in connection with the exercise, or to the extent the payment under
Section 6 is insufficient or not available to fully satisfy the Applicable Withholding Taxes, to
withhold such amounts from payroll or any other amounts payable to you by the Company or any
Affiliate. You may not exercise your Award unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. For purposes of this Award Agreement and the Award, Applicable
Withholding Taxes shall mean the aggregate amount of federal, state and local income and employment
taxes that the Company is required to withhold in connection with the Award.



     11. 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 via United States mail, postage prepaid, addressed to you
at the last address you provided to the Company, five days after such notice is deposited.



     12. 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 before executing and accepting your Award, and fully
understand all provisions of your Award.




          (d) This Award 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 and this Award Agreement 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.




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



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          (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 employee information, any tax or other identification number, details
of all rights to acquire Company Stock granted to you and of Company Stock issued or transferred to
you pursuant to the Plan.



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



     15. SEVERABILITY. If all or any part of this Award 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 Award Agreement or the Plan not declared to be unlawful or invalid. Any section of
this Award Agreement (or part of 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.



     16. GOVERNING PLAN DOCUMENT. Your Award is subject to all 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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US AIRWAYS GROUP, INC. 2011 INCENTIVE AWARD PLAN

NOTICE OF EXERCISE FOR

STOCK APPRECIATION RIGHT (CASH-SETTLED) AGREEMENT




     This Notice of Exercise is given pursuant to the terms of the Stock Appreciation Right
(Cash-Settled) Award Agreement between US Airways Group, Inc. (the “Company”) and the undersigned
Participant (the “Award Agreement”), which Agreement represents a Stock Appreciation Right Award
granted to Participant on ________________, 20___, and which is made a part hereof and incorporated
herein by reference.



     EXERCISE OF SAR. Participant hereby exercises his or her Stock Appreciation Right Award as to
______________ Stock Appreciation Rights.



     PAYMENT. Subject to Applicable Withholding Taxes (as defined in the Award Agreement), upon
exercise, Participant shall receive the appreciation of each exercised Stock Appreciation Right in
cash in an amount which equals the excess of the fair market value per share of Company Stock (as
defined in the Award Agreement) at the time of exercise over the Fair Market Value per share of
Company Stock on the Date of Grant.



     TAX WITHHOLDING. Participant hereby acknowledges that the payment of the appreciation for
each exercised Stock Appreciation Right constitutes income, and he or she must satisfy any
applicable federal, state, local or foreign tax withholding on that income. An amount will be
withheld from amounts payable to Participant sufficient to satisfy the Applicable Withholding
Taxes.



     ACKNOWLEDGMENT. Participant represents that he or she has consulted with any tax consultants
Participant deems advisable in connection with the exercise of the Stock Appreciation Right and
that Participant is not relying on the Company for any tax advice. This Notice, the Plan and the
Award Agreement constitute the entire agreement of the parties with respect to the subject matter
hereof. This Notice is governed by the substantive laws (but not the choice of laws rules) of the
State of Delaware.



     Executed this ______ day of _________________, _________



	 	 	 	 	 
	 	PARTICIPANT:

 	 
	 	
 	 
	 	 	 
	 	 	 
	 


ACKNOWLEDGMENT: US Airways Group, Inc. hereby acknowledges receipt of this Notice of
Exercise on this ______ day of ____________________, _______.




	 	 	 	 	 
	 	US AIRWAYS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: