Delta Airlines 2008 Annual Report Download - page 157

with employee equity securities; (iii) gains or losses with respect to unusual or non-recurring events, including, without limitation, changes in
accounting principles, bankruptcy-related reorganization items and other out of period adjustments; and (iv) expenses accrued with respect to any
annual profit sharing plan, program or arrangement.
(H) "Total Operating Revenue" means, subject to Section 3(c)(v)(B) below, the subject company's total operating revenue for the
applicable periods based on its regularly prepared and publicly available statements of operations prepared in accordance with GAAP.
(v) Vesting.
(A) General. Subject to the terms of the 2007 Performance Plan and all other conditions included in any applicable Award Agreement, the
Performance Award shall vest, as described in this Section 3(b)(v), as of the end of the Performance Period to the extent that the Company ranks
number five (5) or better in comparison to the Airline Peer Group with respect to Cumulative Revenue Growth and/or Average Annual Pre-Tax
Income Margin, as applicable and as described below. For purposes of Cumulative Revenue Growth and Average Annual Pre-Tax Income
Margin, a rank of one (1) will be the highest and best ranking and a rank of six (6) will be the lowest and worst ranking.
(B) Committee's Authority. In determining the Cumulative Revenue Growth and the Average Annual Pre-Tax Income Margin for Delta and
each member of the Airline Peer Group, the Committee may make such adjustments with respect to any subject company as it deems in its
discretion to be necessary or advisable to prevent the enlargement or dilution of the benefits or potential benefits to be made available under
Section 3(b). Without limiting the generality of the forgoing, the Committee may (i) make such determinations based on financial data filed by
the subject company with the U.S. Department of Transportation or otherwise, and (ii) exclude from any calculation any item of gain, loss or
expense determined by the Committee to be extraordinary or unusual in nature or infrequent in occurrence.
(C) Impact of Certain Events. A company shall be automatically ranked as number six (6) in the event that any of the following occur
during or with respect to the Performance Period: (i) such company ceases to maintain or does not timely prepare publicly available statements of
operations prepared in accordance with GAAP; (ii) such company is not the surviving entity in any merger, consolidation, or other non-
bankruptcy reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned subsidiary of such company);
(iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly
owned subsidiary of such company); (iv) such company is dissolved and liquidated; or (v) more than 20% of such company's revenues
(determined on a consolidated basis based on the regularly prepared and publicly available statements of operations of such company prepared in
accordance with GAAP) for any fiscal year of such company are attributable to the operation of businesses other than such company's airline
business and such company does not provide publicly available statements of operations with respect to its airline business that are separate from
the statements of operations provided with respect to its other businesses.
(D) Transactions Between Airlines. To the extent reasonably practicable, in the event of a merger, consolidation or similar transaction
during the Performance Period
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