Delta Airlines 2008 Annual Report Download - page 183

(iii) Exercise Price. The exercise price of the Option is the closing price of a Share on the New York Stock Exchange on the Grant Date.
(iv) Exercise Period. Subject to the terms of the 2007 Performance Plan and the MAP, the Option (a) shall become exercisable with respect to
20% of the Shares on each of the First, Second and Third Installment Dates and with respect to 40% of the Shares on the Fourth Installment Date,4 and
(b) shall be exercisable through and including the day immediately preceding the tenth anniversary of the Grant Date ("Expiration Date").
(v) Change in Exercisability and Exercise Period upon Termination of Employment. The exercisability of the Option and the exercise period set
forth in Section 3(b)(iv) above is 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), any portion of the Option that is not exercisable at the time of such Termination of
Employment shall become exercisable, and the entire then exercisable portion of the Option shall be exercisable, during the period: (i) beginning
on the date of such Termination of Employment; and (ii) ending on the earlier of (x) the third anniversary of such termination date or (y) the
Expiration Date.
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary resignation (other than for Good
Reason or Retirement): (i) any portion of the Option that is not exercisable at the time of such Termination of Employment shall be immediately
forfeited; and (ii) any portion of the Option that is exercisable at the time of such Termination of Employment shall remain exercisable until the
earlier of (x) 90 days after such Termination of Employment or (y) the Expiration Date.
(C) Retirement. Subject to Section 3(b)(v)(F) below, upon a Participant's Termination of Employment by reason of Retirement, the Pro
Rata Option Portion of any portion of the Option that is not exercisable at the time of such Termination of Employment shall become exercisable,
and the entire then exercisable portion of the Option shall be exercisable, during the period: (i) beginning on the date of such Termination of
Employment; and (ii) ending on the earlier of (x) the third anniversary of such termination date or (y) the Expiration Date. Upon a Participant's
Termination of Employment by reason of Retirement, any portion of the Option that is not exercisable at the time of such Termination of
Employment, other than the Pro Rata Option Portion, shall be immediately forfeited.
"Pro Rata Option Portion" means, with respect to any portion of the Option that is not exercisable at the time of a Participant's
Termination of Employment by reason of Retirement, the number of Shares that would have become exercisable on each respective future
Installment Date multiplied by a fraction:
(i) the numerator of which is the number of calendar months5 from the Grant Date to the date of such Termination of Employment,
rounded up for any partial months, and
4If this formula results in any fractional Share allocation to any Installment Date, the number of Shares that become exercisable will be adjusted in the
same manner as described in footnote 1 above so that only full Shares are covered by each Installment Date.
5For purposes of the MAP, one calendar month is calculated as described in footnote 2 above.
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