Delta Airlines 2008 Annual Report Download - page 172

(c) Merger Integration Performance Measures. The Merger Integration Performance measures for 2009 will be measured based on the achievement of
quantifiable synergies as a result of the merger of a wholly owned subsidiary of Delta with and into Northwest Airlines Corporation on October 29, 2008 (the
"Merger"), including, without limitation, expense reductions (including a decrease in cost per available seat mile); an increase in revenue or revenue growth
(including an increase in revenue per available seat mile or increased revenue from a new or amended affinity card agreement); and productivity and process
improvement. Company management will periodically report to the Company's Board of Directors regarding Merger synergies. The following table describes
the performance ranges and award payout levels for 2009 Merger Integration Performance:
Below Threshold Threshold Target Maximum
% of Target Merger Integration Measure Paid 0% 50% 100% 200%
Quantifiable Merger Synergies Less than $480 million $480 million $600 million $720 million
Payouts based on Merger Integration Performance will be straight-line interpolated when actual performance results fall above Threshold and below Target or
above Target and below Maximum.
(d) Leadership Effectiveness Performance Measure. The Leadership Effectiveness Performance measure (applicable to Participants who are Vice
Presidents or Senior Vice Presidents) for 2009 will be based on an evaluation of whether a Participant has demonstrated leadership attributes and results
during 2009 including, among other things, supporting diversity, providing talent management, meeting financial budget, and being a role model for the Rules
of the Road. The performance ranges and award payout levels will be determined by the Committee.
(e) Individual Performance Measure. The Individual Performance measure (applicable to Participants who are not officers) is generally determined by
each Participant's Leader Performance Management evaluation ("LPM") at the end of 2009. The performance ranges and award payout levels will be
determined by the Committee.
7. Timing of Award Payments.
(a) In General. Subject to Sections 7(b) and 8(a) below, any payouts to a Participant under the MIP for 2009 will be made in cash, as soon as
practicable after (i) the Committee certifies the achievement of the required Financial Performance, Operational Performance and Merger Integration
Performance results and (ii) where applicable, Leadership Effectiveness Performance results have been determined and an LPM evaluation has been
completed, but in no event later than March 15, 2010, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at the
end of 2009, in which case such payment shall be made as soon as administratively practicable after March 15, 2010. Further, unless a payout for 2009 under
the Profit Sharing Program occurs after March 15, 2010, any payout under the 2009 MIP will not be made prior to a payout for 2009 under the Profit Sharing
Program; provided, however, if it is determined there will be no payout for 2009 under the Profit Sharing Program, any MIP Awards that are payable based on
Operational Performance, Merger Integration Performance, Leader Effectiveness Performance or Individual Performance will be paid as soon as practicable
thereafter, but in no event later than March 15, 2010, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at the
end of 2009, in which case such payment shall be made as soon as administratively practicable after March 15, 2010.
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