exv4w4






Exhibit 4.4




US AIRWAYS GROUP, INC.

2011 INCENTIVE AWARD PLAN

STOCK APPRECIATION RIGHT (STOCK-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 Award (Stock-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 the shares of common stock of the Company (“Company Stock”) subject to 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 AWARD AGREEMENT




     Pursuant to the Stock Appreciation Right Award Grant Notice (“Grant Notice”) and this Stock
Appreciation Right 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, you may
exercise the vested portion of your Award only during a “window period” under that trading policy
applicable to you.







 









 








     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. Subject to Section 10, the amount payable upon exercise of the Award shall be
settled in shares of Company Stock based on the fair market value of the shares at the time of
exercise with any fractional share paid in cash. The Company will deliver to a broker designated
by the Company (the “Designated Broker”), on your behalf, the shares of Company Stock resulting
from the exercise. The Company shall determine the form of delivery of the shares of Company Stock
subject to your Award.



     7. COMPLIANCE WITH APPLICABLE LAW. You may not exercise your Award unless either (a) the
shares of Company Stock issuable upon the exercise are registered under the Securities Act



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or (b) the Company has determined that the exercise and issuance would be exempt from the
registration requirements of the Securities Act. The exercise of your Award also 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.




     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.



          (a) 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 delivery of shares of Company Stock to the Designated
Broker (as defined in Section 6) with instructions to (i) sell shares sufficient to satisfy the
Applicable Withholding Taxes, which arise in connection with the exercise, and (ii) remit the
proceeds of the sale to the Company. In the event the sale proceeds are insufficient to fully
satisfy the Applicable Withholding Taxes, you authorize withholding from payroll and any other
amounts payable to you, in the same calendar year, and otherwise agree to make adequate provision
for any sums required to satisfy the 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.




          (b) Upon your request and subject to approval by the Company, in its sole discretion, you may
submit cash, check or its equivalent to the Company sufficient to satisfy the Applicable
Withholding Taxes.




          (c) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from
fully vested shares of Company Stock otherwise issuable to you upon the exercise of your Award a
number of whole shares of Company Stock having a fair market value, determined by the Company as of
the time of exercise, equal to the Applicable Withholding Taxes arising from the exercise.




          (d) You may not exercise your Award unless the tax withholding obligations of the Company
and/or any Affiliates are satisfied. Accordingly, you may not be able to exercise your Award when
desired even though your Award is vested, and the Company shall have no obligation to issue a
certificate for the shares of Company Stock unless these obligations are satisfied.




     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.



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     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:



          (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,



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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 (STOCK-SETTLED) AGREEMENT




     This Notice of Exercise is given pursuant to the terms of the Stock Appreciation Right
(Stock-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,
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. The Company shall pay to Participant the value of the appreciation of the
exercised Stock Appreciation Rights in whole shares of Company Stock. Any remaining excess
appreciation amount that is less than the value of a whole share of the Company Stock shall be
applied against Participant’s Applicable Withholding Tax obligation.



          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. Participant authorizes
the Company to deliver Company Stock (as defined in the Award Agreement) to a broker for the sale
and payment of the proceeds to the Company in amounts sufficient to satisfy the Applicable
Withholding Taxes, and to the extent the sale proceeds are insufficient to fully satisfy the
Applicable Withholding Taxes, to withhold from payroll and any other amounts payable to
Participant. Participant may instead request, subject to approval by the Company in its sole
discretion, that he or she be permitted to pay to the Company cash, check or its equivalent, or
authorize the Company to withhold fully vested shares, 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: