Delta Airlines 2008 Annual Report Download - page 173
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(b) Executive Officer Participants. Payouts under the MIP to Executive Officer Participants will be subject to the following terms and conditions:
(i) Payment in Restricted Stock. If there is no payout under the Profit Sharing Program for 2009, any payout under the MIP to an Executive
Officer Participant will be made in shares of Restricted Stock rather than in cash, with the number of shares of Restricted Stock being equal to the result
of the following formula ("MIP Restricted Stock"): A รท B, where3:
A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash; and
B = the closing price of a Share on the New York Stock Exchange on the date that the Committee approves the payouts, if any, to the Executive
Officer Participants under the MIP following the Committee's certification of the achievement of the required performance measures as described
in Section 7(a).
(ii) Lapsing of Restrictions; Forfeiture. Until the restrictions imposed by this Section 7(b)(ii) (the "Restrictions") have lapsed pursuant to the
terms below, an Executive Officer Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the MIP Restricted
Stock and the MIP Restricted Stock will be subject to forfeiture as set forth below.
(A) The Restrictions shall lapse and be of no further force or effect on the earlier of the date (1) there is a payout under the Profit Sharing
Program unless, prior to such payout, the Executive Officer Participant incurs a Disqualifying Termination of Employment or (2) an Executive
Officer Participant incurs a Qualifying Termination of Employment. The MIP Restricted Stock will be immediately forfeited if, prior to the
lapsing of the Restrictions, the Executive Officer Participant incurs a Disqualifying Termination of Employment.
(B) "Disqualifying Termination of Employment" means an Executive Officer Participant's Termination of Employment (1) by reason of
a voluntary resignation; or (2) by the Company for Cause.
(C) "Qualifying Termination of Employment" means an Executive Officer Participant's Termination of Employment (1) by the
Company without Cause or by the Participant for Good Reason (including the Termination of Employment by the Participant if he is employed
by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate); (2) by reason of Retirement; or (3) due to death or
Disability.
3If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the nearest whole share.
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