Delta Airlines 2009 Annual Report Download - page 151

Download and view the complete annual report

Please find page 151 of the 2009 Delta Airlines annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 179

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179

Award will be recalculated in accordance with the formula set forth in Section 4(b)(vii)(A) above. Thereafter, the Participant will be eligible to
receive a payment, if any, in cash based on the Adjusted Performance Award which will vest and become payable under Section 4(b)(v) in the
same manner and to the same extent as if the Participant's employment had continued.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, the Participant's Performance Award will
immediately become vested at the target level and such amount will be paid in cash as soon as practicable thereafter to the Participant or the
Participant's estate, as applicable.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, the Participant will immediately forfeit any
unpaid portion of the Performance Award as of the date of such Termination of Employment.
(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 2010 LTIP 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 2010 LTIP, the Participant's employment shall be considered to have
been terminated by the Company for Cause.
(viii) Change in Control. Notwithstanding the forgoing and subject to Section 5 below, 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) on or after a Change in Control but prior to the second anniversary of
such Change in Control, the Participant's outstanding Performance Award shall immediately become vested at the target level and such amount will be
paid in cash to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company without
Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period, such
Participant's Adjusted Performance Award will immediately become vested and be paid in cash to the Participant as soon as practicable.
(c) Restricted Stock Units
(i) Award Grant. A Participant may receive Restricted Stock Units as specified in the Participant's Award Agreement (the "RSU").
(ii) Grant Date. The Grant Date of the RSUs will be determined in accordance with the Company's Equity Award Grant Policy, as in effect from
time to time, and set forth in the Participant's Award Agreement.
(iii) Risk of Forfeiture. Until an RSU becomes vested, a Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise
dispose of the RSU and the RSU will be subject to forfeiture as set forth below.
8