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Form 8-K for US AIRWAYS GROUP INC
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23-Jan-2006
Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Adoption of Incentive Compensation Plan Targets for 2006 Executives and other key management employees of US Airways Group, Inc. and its subsidiaries (collectively the "Company"), are eligible to participate in the Incentive Compensation Plan of US Airways Group, Inc. (the "Incentive Compensation Plan"). Within 90 days of the beginning of each plan year under the Incentive Compensation Plan, the Compensation and Human Resources Committee (the "Committee") of the Board of Directors of the Company may award qualified incentive awards (which are intended to be performance-based awards under
Section 162(m) of the Internal Revenue Code of 1986, as amended) by establishing the target awards as a percentage of base salary and the performance measures against which the target awards will be measured, which are generally related to the performance of the Company. If the performance measures are met at the maximum level, the participant may be paid the qualified incentive award at up to 200% of the target amount, subject to decrease by the Committee based on individual performance. The maximum qualified award may not exceed two times the lesser of the participant's base salary on May 19, 2004 or base salary on the date the Committee establishes the qualified award. After Committee approval, the qualified awards are paid as lump sum cash distributions as soon as practicable after the end of the plan year. The Committee may also grant incentive awards, discretionary bonus awards or qualified bonus awards in lieu of or, in some cases, in addition to, the qualified incentive awards.
On January 17, 2006, the Committee established (i) corporate financial targets based on net earnings for fiscal year 2006 and (ii) a pool from which to make awards to participants in the Incentive Compensation Plan based on the attainment in fiscal year 2006 of the corporate financial targets. If the fiscal year 2006 corporate performance target is met, the Committee can award a qualified incentive award to the individual based on the achievement of the corporate goal, as well as individual performance, up to a maximum of two times the target award. The Committee established the target awards as the following percentages of base salary: chief executive officer, 80%; executive vice presidents, 60%; senior vice presidents, 45%; and vice presidents, 35%. If the performance target is not met, then no award will be paid. Further, no awards will be paid if there is not a payout under the profit-sharing plan. In no event will the aggregate amount of awards paid out to the participants exceed the established pool. The Committee has also reserved the right to decrease the awards or to make no payment of an award regardless of the attainment of the performance target.
Item 9.01. Financial Statements and Exhibits. The following exhibit is filed with this report.
Exhibit No. Description