EXHIBIT 10.3
2003 STOCK INCENTIVE PLAN
OF
US AIRWAYS GROUP, INC.
1. PURPOSE. The purpose of this Stock Incentive Plan is to advance
the interests of the Corporation by encouraging the acquisition of a larger
personal proprietary interest in the Corporation by key employees of the
Corporation and of its Subsidiaries upon whose judgment and dedication the
Corporation is largely dependent for the successful conduct of its business. It
is anticipated that the acquisition of such proprietary interest in the
Corporation will stimulate the efforts of such key employees on behalf of the
Corporation and strengthen their desire to remain with the Corporation or its
Subsidiaries and that the opportunity to acquire such a proprietary interest
will enable the Corporation and its Subsidiaries to attract and retain desirable
personnel. This Stock Incentive Plan is intended to replace the Corporation's
other plans pursuant to which equity securities could be awarded to key
employees of the Corporation and of its Subsidiaries, which other plans have
been rejected pursuant to the Corporation's First Amended Joint Plan of
Reorganization dated as of January 17, 2003, as modified, and approved by the
Bankruptcy Court on March 18, 2003 (the "Joint Plan").
2. DEFINITIONS. When used in this Plan, unless the context
otherwise requires:
(a) "Affiliate" shall mean a person or entity that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Corporation.
(b) "Board" shall mean the Board of Directors of the Corporation.
(c) "Cause" shall mean an act or acts of personal dishonesty taken
by optionee and intended to result in substantial personal
enrichment at the expense of the Corporation or any of its
Subsidiaries or the conviction of optionee of a felony.
(d) "Change of Control" shall mean the occurrence of any of the
following events; provided, however, that neither the emergence
of the Corporation from Chapter 11 reorganization cases nor any
of the transactions contemplated by the Joint Plan shall
constitute a Change of Control under this Section 2(d):
(i) The acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of either (A)
the then outstanding shares of common stock of the Corporation
(the "Outstanding Group Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of
directors (the "Outstanding Group Voting Securities"); provided,
however, that the following acquisitions shall not constitute a
Change of Control: (v) any acquisition directly from the
Corporation, (w) any acquisition by the Corporation or any of
its subsidiaries, (x) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Corporation or any of its subsidiaries, (y) any acquisition by
any corporation with respect to which, following such
acquisition, more than 85% of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election
of directors, is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were beneficial owners, respectively of the
Outstanding Group Common Stock and Outstanding Group Voting
Securities in substantially the same proportions as their
ownership, immediately prior to such acquisition, of the
Outstanding Group Common Stock and Outstanding Group Voting
Securities, as the case may be or (z) any acquisition by an
individual, entity or group that, pursuant to Rule 13d-1
promulgated under the Exchange Act, is permitted to, and
actually does, report its beneficial ownership of Outstanding
Group Common Stock and Outstanding Group Voting Securities on
Schedule 13G (or any successor Schedule); provided further, that
if any such individual, entity or group subsequently becomes
required to or does report its ownership of Outstanding Group
Common Stock and Outstanding Group Voting Securities on Schedule
13D (or any successor Schedule) then, for purposes of this
Section 2(d)(i),
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such individual, entity or group shall be deemed to have first
acquired, on the first date on which such individual, entity or
group becomes required to or does so file, beneficial ownership
of all of the Outstanding Group Common Stock and Outstanding
Group Voting Securities beneficially owned by it on such date;
or
(ii) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents; or
(iii) There is consummated a reorganization, merger or consolidation,
in each case, with respect to which all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Group Common Stock and
Outstanding Group Voting Securities immediately prior to such
reorganization, merger or consolidation, beneficially own,
directly or indirectly, less than 85% of, respectively, the then
outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of
the corporation resulting from such reorganization, merger or
consolidation (or any parent thereof) in substantially the same
proportions as their ownership, immediately prior to such
reorganization, merger or consolidation of the
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Outstanding Group Common Stock and the Outstanding Group Voting
Securities, as the case may be; or
(iv) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation or the
consummation of the sale or other disposition of all or
substantially all of the assets of the Corporation, other than
to a corporation with respect to which, following such sale or
other disposition, more than 85% of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding
Group Common Stock and Outstanding Group Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the
Outstanding Group Common Stock and Outstanding Group Voting
Securities, as the case may be.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean the Human Resources Committee of the
Board or such other committee as may be designated by the Board.
(g) "Corporation" shall mean US Airways Group, Inc.
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated
thereunder.
(i) "Fair Market Value" as of a particular date shall mean (1) the
average of the high and low sales prices per Share on the
national securities exchange on which such stock is principally
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traded on such date, or (2) if the Shares are not listed or
admitted to trading on any such exchange, the closing price as
reported by the Nasdaq Stock Market for the last preceding date
on which there was a sale of Shares, or (3) if the Shares are
not then listed on a national securities exchange or traded in
an over-the-counter market or the value of such shares is not
otherwise determinable, such value as determined by the
Committee in good faith upon the advice of a qualified valuation
expert.
(j) "Options" shall mean the stock options issued pursuant to
Section 5 hereof.
(k) "Plan" shall mean the 2003 Stock Incentive Plan of US Airways
Group, Inc., as such Plan may be amended from time to time.
(l) "Restricted Period" means the period selected by the Committee
pursuant to Section 6 hereof.
(m) "Restricted Stock" means Common Stock which has been awarded to
a grantee subject to the restrictions referred to in Section 6
hereof so long as such restrictions are in effect.
(n) "Share" shall mean a share of Class A Common stock of the
Corporation.
(o) "Subsidiary" shall mean any corporation more than 50% of whose
stock having general voting power is owned by the Corporation or
by a Subsidiary of the Corporation.
3 ADMINISTRATION. The Plan shall be administered by the Committee
which, unless otherwise determined by the Board, shall consist of not less than
two directors of the Corporation, each of whom shall qualify as a "Non-Employee
Director" (within the meaning of Rule 16b-3 promulgated under Section 16(b) of
the Exchange Act and as an "outside director" (within the meaning of Section
162(m)(4)(c) of the Code). Except to the extent of adjustments authorized by
Section 11 hereof, no more than (a) 3,750,000 Shares of Class A common stock,
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and (b) such additional shares of stock of the Corporation as provided for in
the Joint Plan (including, but not limited to, 2,220,570 shares of Class A
common stock which may be issued upon the exercise of the Corporation's Class
A-1 Warrants, which Class A-1 Warrants may be issued hereunder together with
2,220,570 shares of the Corporation's Class A Preferred Stock), which may be
either treasury Shares or authorized but unissued Shares, may be issued pursuant
to Options and Restricted Stock awards granted under this Plan. Any Shares
subject to Options or Restricted Stock awards may thereafter be subject to new
grants under this Plan if there is a lapse, expiration or termination of any
such Options or Restricted Stock awards prior to issuance of the Shares or if
Shares are issued hereunder and thereafter reacquired by the Corporation
pursuant to rights reserved by the Corporation in connection with the issuance
thereof.
The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
determine advisable to make the Plan, Options, and Restricted Stock effective or
provide for their administration, and may take such other action with regard to
the Plan, Options, and Restricted Stock as it shall deem desirable to effectuate
their purpose. The Committee may require that any Options or Restricted Stock
granted be exercisable in installments. A determination of the Committee as to
any questions which may arise with respect to the interpretation of the
provisions of the Plan, Options and Restricted Stock shall be final.
4 PARTICIPANTS. Options and Restricted Stock may be granted under
the Plan to any key employee of, or consultant to, the Corporation or any
Subsidiary or to any individual in contemplation of becoming a key employee of,
or consultant to, the Corporation or any Subsidiary. The individuals to whom
Options and Restricted Stock are to be offered under the Plan and the number of
Shares to be optioned and Restricted Stock to be issued to each such individual
shall be determined by the Committee in its sole discretion, subject, however,
to the terms and conditions of the Plan. Notwithstanding the foregoing, unless
otherwise provided by the Committee, the Chief Executive Officer of the
Corporation shall have the authority to grant Options and Restricted Stock to
individuals otherwise eligible therefore other than any individual who is an
officer of the Corporation or any Subsidiary.
5 OPTIONS. The number of shares to be optioned to any eligible
person shall be determined by the Committee in its sole discretion. The
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Committee shall be entitled to issue Options at different times to the same
person. Options shall be subject to such terms and conditions and evidenced by
agreements in such form as shall be determined from time to time by the
Committee, provided that the terms and conditions of each such agreement are not
inconsistent with this Plan.
The purchase price per Share for the Shares to be purchased pursuant to
the exercise of any Option shall be fixed by the Committee. No Option granted
under the Plan shall be exercisable after ten years and one month from the date
it was granted or such earlier date as shall be established by the Committee in
granting the Option.
Except as otherwise provided herein, an Option shall be exercisable by
the holder at such rate and times as may be fixed by the Committee, but not
sooner than approval of the Plan by the stockholders of the Corporation;
provided, however, upon a Change of Control, all Options shall become
immediately exercisable. The Committee may provide that the Option shall not be
exercisable, in whole or in part, except upon the fulfillment of specific
defined conditions. No Option may at any time be exercised in part with respect
to fewer than 100 Shares unless fewer than 100 Shares remain in the Option grant
being exercised.
Options shall be exercised by written notice to the Secretary of the
Corporation (or the Secretary's designated agent) in such form as is from time
to time prescribed by the Committee and by the payment in full of the aggregate
exercise price of the Options being exercised. Payment of the purchase price
upon exercise of any Option shall be made (A) in cash or (B) in whole or in
part, (i) in Shares valued at Fair Market Value on the date of exercise or (ii)
with respect to the exercise of Options which are not incentive stock options,
as defined in Section 422 of the Code, by electing to have the Corporation
withhold a number of shares of common stock otherwise receivable upon exercise,
the value of such withheld shares determined by the Fair Market Value on the
date of exercise.
6 RESTRICTED STOCK. Subject to the terms of the Plan, the
Committee (or, with respect to any individual who is not an officer of the
Corporation or any Subsidiary, the Chief Executive Officer of the Corporation)
shall determine and designate the recipients of Restricted Stock awards, the
dates on which such awards are to be granted, the number of Shares subject to
such awards, and the restrictions applicable to such awards. Restricted Stock
awards shall be
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subject to such terms and conditions and evidenced by agreements in such form as
shall be determined from time to time by the Committee, provided that the terms
and conditions of each such agreement are not inconsistent with this Plan.
7 NONTRANSFERABILITY OF OPTIONS AND RESTRICTED STOCK. Options and
Restricted Stock shall not be transferable by the holder thereof otherwise than
by will or the laws of descent and distribution to the extent provided herein,
and Options may be exercised during the holder's lifetime only by the holder
thereof.
8 TAX WITHHOLDING. If as a result of: (a) the exercise of any
Options or the disposition of any Shares acquired pursuant to such exercise, or
(b) the lapse of any restrictions on the disposition of Restricted Stock, the
Corporation or any Subsidiary shall be required to withhold any amounts by
reason of any Federal, state or local tax rules or regulations, the Corporation
or Subsidiary shall be entitled to deduct and withhold such amounts from any
cash payments to be made to the holder. In any event, the holder shall make
available to the Corporation or Subsidiary, promptly when required, sufficient
funds to meet the requirement for such withholding; and the Committee shall be
entitled to take and authorize such steps as it may deem advisable in order to
have such funds available to the Corporation or Subsidiary when required.
Notwithstanding the foregoing, the holder shall have the right to satisfy such
withholding, in whole or in part, in Shares (including by having the Corporation
withhold Shares otherwise issuable in respect of such Options or Restricted
Stock) valued at Fair Market Value on the date of exercise, disposition or lapse
of restrictions, as applicable.
9 TAX LIABILITY. Subject to the Committee's discretion, agreements
between the Corporation and grantees in connection with awards of Options or
Restricted Stock may provide for the payment by the Corporation of a
supplemental cash payment to grantees promptly after the exercise of an Option,
or promptly after the date on which the shares of Restricted Stock awarded are
included in the gross income of the grantee under the Code. Such supplemental
cash payments, to the extent determined by the Committee, shall provide for the
payment of such amounts as may be necessary to result in the grantee not having
any incremental tax liability as a result of such exercise or inclusion in
grantee's gross income. The determination of the amount of any supplemental cash
payments by the Committee shall be conclusive.
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10 TERMINATION OF EMPLOYMENT OR SERVICE. Except as otherwise
provided by the Committee (or, if applicable, the Chief Executive Officer), and
notwithstanding any provision of the Plan to the contrary, (i) upon the
termination of employment or other service of an Optionee with the Corporation
and all Subsidiaries other than for Cause, the optionee (or the optionee's
estate in the event of the optionee's death) shall have the privilege of
exercising any unexercised Options which the optionee could have exercised at
the time of such termination of employment at any time until the end of one year
following such termination of employment and (ii) upon the termination of
employment or other service of an optionee with the Corporation and all
Subsidiaries for Cause, all unexercised Options of such optionee shall terminate
ten days after such termination of employment.
The Committee may permit individual exceptions to the requirements of
this section by extending the period in which Options may be exercised,
provided, however, that no Options may be extended past their expiration dates.
11 ADJUSTMENT OF OPTIONED SHARES. If prior to the complete exercise
of any Option there shall be declared and paid a stock dividend upon the Shares
of the Corporation or if the Shares shall be split-up, converted, reclassified,
or changed into, or exchanged for, a different number or kind of securities of
the Corporation or other property, the Option, to the extent that it has not
been exercised, shall entitle the holder upon the future exercise of such Option
to such number and kind of securities or other property subject to the terms of
the Option to which he would be entitled had he actually owned the Shares
subject to the unexercised portion of the Option at the time of the occurrence
of such stock dividend, split-up, conversion, exchange, reclassification or
exchange; and the aggregate purchase price upon the future exercise of the
Option shall be the same as if originally optioned Shares were being purchased
thereunder. If any such event should occur, the number of Shares with respect to
which Options remain to be issued, or with respect to which Options may be
reissued, shall be similarly adjusted.
In the event the outstanding Shares shall be changed into or exchanged
for any other class or series of capital stock or cash, securities or other
property pursuant to a recapitalization, reclassification, merger,
consolidation, combination or similar transaction, then each Option shall
thereafter become exercisable for the number and/or kind of capital stock,
and/or the amount of cash, securities or other property so distributed, into
which the Shares subject to the Option would have been changed or exchanged had
the Option been exercised in full prior to
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such transaction, provided that, if the kind or amount of capital stock or cash,
securities or other property received in such transaction is not the same for
each outstanding Share, then the kind or amount of capital stock or cash,
securities or other property for which the Option shall thereafter become
exercisable shall be the kind and amount so receivable per Share by a plurality
of the Shares, and provided further that, if necessary, the provisions of the
Option shall be appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any shares of capital stock, cash, securities or other
property thereafter issuable or deliverable upon exercise of the Option.
12 ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT. The
Corporation may postpone the issuance and delivery of Shares upon any exercise
of an Option, or upon any lapsing of restriction on any shares of Restricted
Stock until (a) the admission of such Shares to listing on any stock exchange on
which Shares are then listed and (b) the completion of such registration or
other qualification of such Shares under any state of Federal law, rule or
regulation as the Corporation shall determine to be necessary or advisable. Any
person exercising an Option and any grantee of Restricted Stock shall make such
representations and furnish such information as may, in the opinion of counsel
for the Corporation, be appropriate to permit the Corporation, in light of the
then existence or nonexistence with respect to such Shares of an effective
registration statement under the Securities Act of 1933, as from time to time
amended, to issue the Shares in compliance with the provisions of that or any
comparable Act.
13 AMENDMENT OF THE PLAN. The Committee may at any time discontinue
the Plan or the grant of any additional Options or Restricted Stock under the
Plan. Except as hereinafter provided, the Committee may from time to time amend
the Plan and the terms and conditions of any Options or Restricted Stock not
theretofore issued, and the Committee, with the consent of the affected holder
of an Option or Restricted Stock, may at any time withdraw or from time to time
amend the Plan and the terms and conditions of such Option or Restricted Stock
as have been theretofore granted.
14 EFFECTIVENESS AND TERM OF THE PLAN. The Plan shall become
effective and in full force upon the consummation of the Joint Plan. Unless
sooner terminated by the Committee pursuant to Section 13 hereof, the Plan shall
terminate on the date ten years after such approval. No Option or Restricted
Stock may be granted or awarded after termination of the Plan. Termination of
the
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Plan shall not affect the validity of any Option or Restricted Stock outstanding
on the date of such termination.
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