exv4w5






Exhibit 4.5




US AIRWAYS GROUP, INC.

2011 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD GRANT NOTICE




          US Airways Group, Inc. (the “Company”), pursuant to its 2011 Incentive Award Plan (the
“Plan”), grants to Participant a Restricted Stock Unit (Cash-Settled) Award covering the number of
Restricted Stock Units (the “Restricted Stock Units”) below (the “Award”). The Award consists of a
Restricted Stock Unit (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____





	 	 	Number of Restricted Stock Units: __________________________




VESTING SCHEDULE: Subject to acceleration as described in Section 2 of the Award Agreement, and if
the Participant has not experienced a separation from service as an Employee prior to the
applicable vesting date, then the Restricted Stock Units shall vest and become payable to
Participant solely in cash as follows: [alternate vesting schedules permissible].





	-	 	____ % of the Restricted Stock Units shall vest on ___________, 20___;
	 
	-	 	____ % of the Restricted Stock Units shall vest on ___________, 20___; and
	 
	-	 	____ % of the Restricted Stock Units shall vest on ___________, 20___;




ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, the 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 Restricted Stock Units and
the cash payment pursuant to the Award, 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

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD AGREEMENT




     Pursuant to the Restricted Stock Unit Award (Cash-Settled) Grant Notice (“Grant Notice”) and
this Restricted Stock Unit Award (Cash-Settled) Agreement (“Award Agreement”), US Airways Group,
Inc. (the “Company”) has awarded you a Restricted Stock Unit Award under its 2011 Incentive Award
Plan (the “Plan”) for the number of Restricted Stock Units (“Restricted Stock Units”) 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 RESTRICTED STOCK UNITS AND CASH PAYMENT. The number of Restricted Stock Units
subject to your Award is stated in the Grant Notice. Each Restricted Stock Unit represents the
right to receive an amount in cash equal to the Fair Market Value of one share of common stock of
the Company (“Company Stock”) on the applicable vesting date. The number of Restricted Stock Units
subject to your Award may be adjusted for capitalization adjustments as described in Section 14.2
of the Plan.



     2. VESTING. The Restricted Stock Units shall vest, if at all, as provided in the vesting
schedule in your Grant Notice; provided, however, that:



          (a) except as provided in Section 2(b) and (c) below, vesting shall cease upon your separation
from service as an Employee with the Company and all Affiliates;




          (b) vesting of all Restricted Stock Units shall be fully accelerated (i) if your employment
with the Company or an Affiliate terminates because of your death or Disability; 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; and




          (c) vesting of all Restricted Stock Units may be fully accelerated by the Committee, in its
discretion, upon your Retirement from 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.




     3. DIVIDENDS. You will be entitled to receive payments equal to any cash dividends and other
distributions paid with respect to a corresponding number of Restricted Stock Units subject to your
Award, provided that if any dividends or distributions are paid in shares, those shares will be
converted into additional Restricted Stock Units covered by the Award; and,



 









 




further, provided, that the additional Restricted Stock Units will be subject to the same
forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply
to the other Restricted Stock Units upon which the dividends or distributions were paid and Company
Stock subject to your Award. If any cash dividend is paid on a share of Company Stock prior to the
full vesting of the Restricted Stock Units subject to this Award, you will become entitled to
receive such cash dividend with respect to each unvested Restricted Stock Unit on the date on which
such Restricted Stock Unit vests, and any such cash dividend will be paid to you on the date on
which the cash payment with respect to such Restricted Stock Unit is paid.




     4. PAYMENT. The Award was granted in consideration of your services to the Company. Subject
to Section 10 below, 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, vesting of
the Restricted Stock Units, or the payment in cash in respect of the Restricted Stock Units, other
than any required Applicable Withholding Taxes. 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.



     5. DELIVERY OF CASH PAYMENT.



          (a) Subject to Sections 5(b) and 10 below, as soon as administratively practicable following
the vesting of any Restricted Stock Units pursuant to Section 2 above, but in no event later than
30 days after such vesting date, the Company shall make to you a cash payment in respect of such
portion of vested Restricted Stock Units in an amount determined pursuant to Section 1 above.




          (b) Notwithstanding anything herein to the contrary, no such cash payment shall be made to
you during the six-month period following your “separation from service” (within the meaning of
Section 409A of the Code) if you are a “specified employee” (within the meaning of Section 409A of
the Code) on the date of such separation from service (as determined by the Company in accordance
with Section 409A of the Code) and the Company determines that paying such amounts at the time set
forth in this Section 5 would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the
Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on
the first day following the end of such six-month period, the Company shall pay you the cumulative
amounts that would have otherwise been payable to you during such six-month period.




     6. 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.



     7. TRANSFER RESTRICTIONS. You may not transfer, pledge, sell, or otherwise dispose of any of
your interest in the Restricted Stock Units. This restriction on transfer will lapse upon payment
to you in cash in respect of your vested Restricted Stock Units. Your Award is not transferable,
except by will or by the laws of descent and distribution.



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     8. 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.



     9. UNSECURED OBLIGATION. Your Award is unfunded, and even as a holder of vested Restricted
Stock Units, you shall be considered an unsecured creditor of the Company with respect to the
Company’s obligation, if any, to the payment in cash pursuant to your Award. You shall not have
voting or any other rights as a stockholder of the Company, and have no rights to have the
Restricted Stock Units paid in shares of Company Stock. Nothing contained in this Award Agreement,
and no action taken pursuant to its provisions, shall create or be construed to create a trust of
any kind or a fiduciary relationship between you and the Company or any other person.



     10. WITHHOLDING OBLIGATIONS. At the time you receive a cash payment pursuant to your Award,
or at any time thereafter as requested by the Company, you hereby authorize the Company and its
Affiliates to withhold from the amount payable under Section 5 above an amount of cash sufficient
to satisfy the Applicable Withholding Taxes which arise in connection with such payment.



     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




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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:



          (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 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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