Delta Airlines 2008 Annual Report Download - page 182

(ii) the denominator of which is the number of calendar months from the Grant Date to each applicable Installment Date, rounded up
for any partial month.3
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, the Restrictions shall immediately
lapse and be of no further force or effect as of the date of such Termination of Employment.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, any portion of the Restricted Stock subject to
the Restrictions shall be immediately forfeited.
(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 considered to have been terminated by the
Company without Cause for purposes of the MAP rather than having retired, but only if the Participant acknowledges that, absent Retirement, the
Participant would have been terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for
Retirement is terminated by the Company for Cause, then regardless of whether the Participant is considered as a retiree for purposes of any other
program, plan or policy of the Company, for purposes of the MAP, the Participant's employment shall be considered to have been terminated by
the Company for Cause.
(vi) Dividends. In the event a cash dividend shall be paid in respect of Shares at a time the Restrictions on the Restricted Stock have not lapsed, the
Participant shall receive the dividend. The Restrictions shall not apply to any such dividend.
(b) Stock Option.
(i) Award Grant. A Participant may receive a Non-Qualified Stock Option covering the number of Shares specified in the Participant's Award
Agreement (the "Option").
(ii) Grant Date. The Grant Date of the Option will be determined by the Committee and set forth in a Participant's Award Agreement.
3For example, assume a Participant received 1,000 Shares of Restricted Stock on December 1, 2008 and retires on April 15, 2009 (the "Retirement
Date"). In these circumstances, the number of calendar months from (a) the Grant Date to the Retirement Date is 5; and (b) the Grant Date to the First,
Second, Third and Fourth Installment Dates is 5, 11, 17, and 35, respectively. As a result, the Restrictions will lapse on the Participant's Retirement
Date as follows:
• 200 Shares × 5/5 = 200
• 200 Shares × 5/11 = 91
• 200 Shares × 5/17 = 59
• 400 Shares × 5/35 = 58
Total: 408 Shares
If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share. Accordingly, in this example, the
Restrictions will lapse on 408 Shares on the Retirement Date. The remaining 592 Shares will be forfeited on the Retirement Date.
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