exv10w84






Exhibit 10.84









U S AIRWAYS GROUP, INC.

2008 Long Term Incentive Program

(Established Effective March 28, 2008)




Section I. Purpose



The purpose of the US Airways Group, Inc. 2008 Long Term Incentive Program (the “Program”) is to





	•	 	Focus management efforts on the creation of long-term stockholder value.
	 
	•	 	Encourage strategic decision-making by providing rewards for the long-term achievement of
Company goals.




The Program sets forth the terms and conditions for performance cash awards to be paid to eligible
officers under the US Airways Group, Inc. 2005 Equity Incentive Plan (the “Plan”).




Section II. Eligibility Criteria



Officers of US Airways Group, Inc. (the “Company”) or an Affiliate (as that term is defined in the
Plan) whose responsibilities have a direct and significant impact on Company results are eligible
to participate in the Program. The Compensation and Human Resources Committee of the Board of
Directors of the Company (the “Committee”) will, at its sole discretion, select individual officers
to participate in the Program (each a “Participant”). Participation in one performance cycle (as
such term is defined in Section IV) under the Program does not assure participation in any other
performance cycle.



A person who is hired by the Company (or an Affiliate) as an eligible officer or promoted to
eligible officer status, in either case after the commencement of a performance cycle (as such term
is defined in Section IV) shall participate in performance cycles on such basis, if any, as the
Committee may provide.




Section III. Award Levels



Participants have the opportunity to earn cash awards under the Program based on the achievement of
long-term Company performance and, with certain exceptions set forth in Section V, continued active
employment by the Company (or an Affiliate) in an eligible position through the date of payment of
the cash awards. Threshold, target, and maximum award levels are set forth below. All award
levels are expressed as a percentage of a Participant’s base salary, as in effect on the date of
payment of the cash award.




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Award Levels Expressed as 

Percentages of Base Salary




	 	 	 	 	 	 	 
	Officer Level	 	Threshold	 	Target	 	Maximum
	CEO
	 	54%
	 	125%
	 	200%
	President
	 	49%
	 	115%
	 	200%
	EVP
	 	43%
	 	100%
	 	175%
	SVP
	 	30%
	 	  70%
	 	140%
	VP
	 	20%
	 	  45%
	 	  90%





Performance below the threshold level for any performance cycle (as such term is defined in Section
IV) will result in no cash award. The maximum award for any performance cycle is two times the
target award, subject to further limitations contained in the Plan.




Section IV. Award Calculation



Awards are calculated based on Total Stockholder Return (“TSR”) of the Company over the performance
cycle (as such term is defined in this section) relative to the TSRs of a pre-defined competitive
peer group. TSR, for purposes of this Program, is the rate of return, including both the price
appreciation of the Company’s Class A Common Stock or a competitive peer company’s common stock and
the reinvestment of any dividends declared on such common stock, over the relevant performance
cycle. In order to smooth out market fluctuations, the average daily closing price (adjusted for
splits and dividends) for the common stock of the Company and of the companies in the pre-defined
competitive peer group for the three months prior to the first and last days of the performance
cycle will be used to determine TSR. Daily closing price of a share of common stock is the stock
price at the close of trading (4:00 p.m. Eastern Time) of the national exchange (New York Stock
Exchange, the Nasdaq Stock Market or the American Stock Exchange) on which such stock is traded.





	A)	 	Performance Cycles
	 
	 	 	A performance cycle, over which TSR is measured, is the three-year period beginning January
1 of a given year and ending December 31 of the second following year (each a “Performance
Cycle”). The Committee, in its sole discretion, may authorize Performance Cycles, and it is
anticipated, although not assured, that a three-year Performance Cycle will begin each
January 1.
	 
	 	 	All officers of the Company (or an Affiliate) otherwise eligible to participate in the
Program will be eligible to participate in a Performance Cycle commencing January 1, 2008,
and ending December 31, 2010.






	B)	 	Peer Group and Award Payout Percentages
	 
	 	 	The competitive peer group consists of the following eleven companies: AirTran Holdings,
Inc., Alaska Air Group, Inc., AMR Corporation, Continental Airlines, Inc., Delta Air Lines,
Inc., Frontier Airlines Holdings, Inc., Hawaiian Holdings, Inc., JetBlue Airways
Corporation, Northwest Airlines Corporation, Southwest Airlines Co. and UAL Corporation.
Such competitive peer group is subject to modification, in the Committee’s




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	 	 	sole discretion, to take account of unforeseen events such as mergers, dispositions,
bankruptcies and other significant business changes.






Award payout percentages will be based on the TSR of the Company relative to the TSRs of
competitive peer group companies, as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 		 	 	 	 
	 	 	Payout as a % of Base Salary	 	 	 	 
	Company TSR 

Relative Rank	 	VP	 	SVP	 	EVP	 	President	 	CEO	 	 	 	 
	1-2 of 12
	 	 	90%		 	 	140%		 	 	175%		 	 	200%		 	 	200%		 	(Maximum)
	 
	3 of 12
	 	 	78.75%		 	 	122.5%		 	 	156.25%		 	 	178.75%		 	 	181.25%		 	 	 	 
	4 of 12
	 	 	67.5%		 	 	105%		 	 	137.5%		 	 	157.5%		 	 	162.5%		 	 	 	 
	5 of 12
	 	 	56.25%		 	 	87.5%		 	 	118.75%		 	 	136.25%		 	 	143.75%		 	 	 	 
	 
	6 of 12
	 	 	45%		 	 	70%		 	 	100%		 	 	115%		 	 	125%		 	(Target)
	 
	7 of 12
	 	 	32.5%		 	 	50%		 	 	71.5%		 	 	82%		 	 	89.5%		 	 	 	 
	 
	8 of 12
	 	 	20%		 	 	30%		 	 	43%		 	 	49%		 	 	54%		 	(Threshold)
	 
	9-12 of 12
	 	 	 	 	 	 	0		 	 	0%		 	 	0%	%	 	 	0%		 	 	 	 






Section V. Award Payment Timing, Early Payment and Termination



If the TSR of the Company is at or above the threshold for a Performance Cycle, awards will be paid
in cash within sixty (60) days following the end of the Performance Cycle. For example, awards for
the Performance Cycle that runs from January 1, 2008, through December 31, 2010 will be paid no
later than March 1, 2011. Payments will be subject to all required federal, state, and local tax
withholding.



In the event of the termination of a Participant’s employment with the Company (or an Affiliate) on
account of retirement (as defined below), total disability (as defined in the long term disability
plan under which the Participant is covered) or death, (i) the Company shall pay to the Participant
(or the Participant’s estate in the case of death), at the same time as awards, if any, are paid to
other Participants for the same Performance Cycle, the award that the Participant would have earned
and received with respect to the Performance Cycle, if any, that ends with the calendar year in
which such termination occurs, had the Participant’s employment continued until the award payment
date for such Performance Cycle. For purposes of the foregoing,




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“retirement” shall mean the termination of the Participant’s employment with the Company (or an
Affiliate) after attainment of age 

fifty-five (55) and completion of ten (10) years of service with
the Company (or an Affiliate). Awards for any other Performance Cycles will not be earned or paid.



If the Participant’s employment with the Company (or an Affiliate) is terminated for any reason
other than retirement, total disability or death (whether such termination is voluntary or
involuntary), no awards will be earned or paid under the Program with respect to any Performance
Cycles.




Section VI. Program Administration



The Program will be administered by the Committee in accordance with the Plan and 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 IV and V; provided,
however, that no award payments will be made unless the Committee certifies in writing (a) the
relative TSR ranking of the Company, (b) that all other material terms of the Program have been
satisfied and (c) that payments to Participants in stated amounts are appropriate under the
Program.




Section VII. Absence of Program Funding; No Equity Interest



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



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




Section VIII. No Transferability



A Participant 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 IX. No Employment Rights



This Program is not intended to be a contract of employment. Both the Participant and the Company
have the right to end their employment relationship with or without cause or notice.




Section X. 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


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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 awards under the Program as “performance-based” compensation under Section 162(m)
of the Internal Revenue Code. Notwithstanding the foregoing, (a) except as provided in Section IV
with respect to the calculation of TSR and in the following clause (b), the Committee may not amend
the Program in a way that would materially impair the rights of a Participant with respect to a
Performance Cycle that already has begun at the time of such amendment, unless such Participant has
consented in writing to such amendment; and (b) 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
subsidiaries or other affiliates, the Committee, in its sole discretion, may (i) terminate or (ii)
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 Participants but have not yet been paid.





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