Delta Airlines 2008 Annual Report Download - page 175

than for Cause on or after January 1, 2010 will remain eligible for any unpaid MIP Award, which award will be paid according to the terms of
Section 7(a) above. A Participant who is terminated by the Company for Cause on or after January 1, 2010 will forfeit any unpaid MIP Award.
(iii) Pro Rata MIP Payment.
(A) Death, Disability or Retirement. This Section 8(a)(iii)(A) applies to any Participant who incurs a Termination of Employment prior to
January 1, 2010 due to the Participant's death, Disability or Retirement (as such term is defined in Section 7(b)(ii)(E)). Subject to the Participant's
execution of a waiver and release of claims in a form and manner satisfactory to the Company, such Participant, or his estate, will be eligible to
receive a MIP Award based on an adjusted annual base salary amount, but otherwise in the same manner, to the same extent and at the same time
as the Participant would have received such MIP Award if such Participant's employment had continued through December 31, 2009. The most
recent LPM prior to the Termination of Employment will generally apply to the Individual Performance measure, if any, applicable to the
Participant. The Participant's Annual Base Salary will be the result of the following formula: X × Y/12, where:
X = the Participant's annual base salary as in effect as of the date of Termination of Employment; and
Y = the number of calendar months the Participant was actively employed by Delta during 2009 in a MIP-eligible position, rounded up
for any partial month.4
(B) Termination of Employment Without Cause or Resulting in Benefits under the Severance Plan. This Section 8(a)(iii)(B) applies to any
Participant who incurs a Termination of Employment prior to January 1, 2010 due to either (1) a Termination of Employment by the Company
without Cause, or (2) for any other reason that entitles such Participant to benefits under the Severance Plan. Subject to the Participant's
execution of a waiver and release of claims in a form and manner satisfactory to the Company, such Participant will be eligible to receive a Pro
Rata MIP Payment made in cash as soon as practicable after a Participant's Termination of Employment, but in no event later than 2 1/2 months
following the end of the year in which the Termination of Employment occurs. "Pro Rata MIP Payment" means the result of the following
formula: W × Z/12, where:
W = the Participant's Target MIP Award; and
Z = the number of calendar months the Participant was actively employed by Delta during 2009 in a MIP-eligible position, rounded up
for any partial month.
4For purposes of the MIP, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the
following month. For example, one calendar month from January 31, 2009 will elapse as of February 28, 2009, two months will elapse on March 31,
2009, and so on.
8