Delta Airlines 2008 Annual Report Download - page 159

(vi) Timing of Payment. The payout, if any, of any Performance Awards that vest under Section 3(b)(v) will be made as soon after the end of the
Performance Period as the payment amount can be finally determined, but in no event later than March 15, 2011, unless it is administratively
impracticable to do so, and such impracticability was not foreseeable at the end of 2010, in which case such payment shall be made as soon as
administratively practicable after March 15, 2011.
(vii) Accelerated Vesting/Forfeiture upon Termination of Employment. The Performance Awards are subject to the following terms and
conditions.
(A) Without Cause or For Good Reason. 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), the Participant's target Performance Award will be recalculated and will be the result
of the following formula (the "Adjusted Performance Award"): S × (T ÷ 24) where,
S = the Participant's target Performance Award as of the Grant Date; and
T = the number of calendar months from January 1, 2009 to the date of such Termination of Employment (rounded up for any partial month).
Thereafter, the Participant will be eligible to receive a payment, if any, in cash based on the Adjusted Performance Award which will vest and
become payable under Section 3(b)(v) in the same manner and to the same extent as if the Participant's employment had continued.
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary resignation (other than for Good
Reason or Retirement), the Participant will immediately forfeit any unpaid portion of the Performance Award as of the date of such Termination
of Employment.
(C) Retirement. Subject to Section 3(b)(vii)(F) below, upon a Participant's Termination of Employment due to Retirement, the Participant's
target Performance Award will be recalculated in accordance with the formula set forth in Section 3(b)(vii)(A) above. Thereafter, the Participant
will be eligible to receive a payment, if any, in cash based on the Adjusted Performance Award which will vest and become payable under
Section 3(b)(v) in the same manner and to the same extent as if the Participant's employment had continued.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, the Participant's Performance Award
will immediately become vested at the target level and such amount will be paid in cash as soon as practicable thereafter to the Participant or the
Participant's estate, as applicable.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, the Participant will immediately forfeit any
unpaid portion of the Performance Award as of the date of such Termination of Employment.
(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
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