Delta Airlines 2008 Annual Report Download - page 155

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(F) Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a Participant who is eligible for
Retirement is, or would be, terminated by the Company without Cause, such Participant shall be considered to have been terminated by the
Company without Cause for purposes of the 2009 LTIP rather than having retired, but only if the Participant acknowledges that, absent
Retirement, the Participant would have been terminated by the Company without Cause. If, however, the employment of a Participant who is
eligible for Retirement is terminated by the Company for Cause, then regardless of whether the Participant is considered as a retiree for purposes
of any other program, plan or policy of the Company, for purposes of the 2009 LTIP, the Participant's employment shall be considered to have
been terminated by the Company for Cause.
(vi) Change in Control. Notwithstanding the forgoing and subject to Section 4 below, upon a Participant's Termination of Employment by the
Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he is employed by an
Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) on or after a Change in Control but prior to the second anniversary
of such Change in Control, any Restrictions in effect shall immediately lapse on the date of such Termination of Employment and be of no further force
or effect as of such date.
(vii) Dividends. In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions on the Restricted Stock have not
lapsed, the Participant shall be eligible to receive the dividend upon the lapse of the Restrictions. The Restrictions shall apply to any such dividend.
(b) Performance Awards.
(i) Award Grant. A Participant may receive a Performance Award for a specified target cash amount as set forth in the Participant's Award
Agreement (a "Performance Award").
(ii) Grant Date. The Grant Date of the Performance Award will be determined by the Committee and set forth in the Participant's Award
Agreement.
(iii) Payout Criteria and Form of Payment. Except as otherwise expressly set forth in this Section 3(b), payment, if any, of a Performance Award
will be based on the following factors as described and defined below: (A) the Cumulative Revenue Growth during the Performance Period of the
Company relative to the members of the Airline Peer Group; and (B) the Average Annual Pre-Tax Income Margin during the Performance Period of the
Company relative to the members of the Airline Peer Group.
The payout, if any, of a Performance Award will be made (A) in Shares, calculated based on the Conversion Formula (as defined below), to each
Participant who is employed by the Company as an executive vice president or more senior officer or holds the position of general counsel or chief
financial officer of the Company ("Executive Officer Participant") at the time of such payout; and (B) in cash in all other circumstances.
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