Delta Airlines 2008 Annual Report Download - page 181

20% on November 1, 2009 ("Second Installment Date");
20% on May 1, 2010 ("Third Installment Date"); and
40% on November 1, 2011 ("Fourth Installment Date"). 1
(v) Lapse of Restrictions/Forfeiture upon Termination of Employment. The Restricted Stock and the Restrictions set forth in this Section 3(a) 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 Restrictions shall immediately lapse and be of no further force or effect as of the
date of such Termination of Employment.
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary resignation (other than for Good
Reason or Retirement), any portion of the Restricted Stock subject to the Restrictions shall be immediately forfeited.
(C) Retirement. Subject to Section 3(a)(v)(F) below, upon a Participant's Termination of Employment by reason of Retirement, with
respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall immediately lapse on the Pro Rata RS Portion as of
the date of such Termination of Employment. Upon a Participant's Termination of Employment by reason of Retirement, any Restricted Stock
that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be immediately forfeited.
"Pro Rata RS Portion" means, with respect to any portion of the Restricted Stock that is subject to the Restrictions at the time of a
Participant's Termination of Employment by reason of Retirement, the number of Shares with respect to which the Restrictions would have
lapsed on each respective future Installment Date multiplied by a fraction:
(i) the numerator of which is the number of calendar months2 from the Grant Date to the date of such Termination of Employment,
rounded up for any partial month; and
1If this formula results in any fractional Share allocation to any Installment Date, the number of Shares with respect to which the Restrictions lapse on the
earlier Installment Date(s) will be rounded up, and the number of shares with respect to which the Restrictions lapse on the later Installment Date(s) will be
rounded down, to the nearest whole Share to the extent necessary so that only full Shares are covered by each Installment Date. For example, if 1,222
Shares are included in an award of Restricted Stock, the Restrictions will lapse with respect to (a) 245 Shares on the First and Second Installment Dates;
(b) 244 Shares on the Third Installment Date; and (c) 488 Shares on the Fourth Installment Date.
2For purposes of the MAP, 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.
2