Delta Airlines 2009 Annual Report Download - page 152

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(iv) Vesting. Subject to the terms of 2007 Performance Plan and the 2010 LTIP, the RSUs will vest with respect to one-half of the RSUs on
February 1, 2011 ("First RSU Installment") and the remaining one-half on February 1, 2012 ("Second RSU Installment").4 As soon as practicable
after any RSUs become vested, the Company shall pay to Participant in cash a lump sum amount equal to the number of RSUs vesting multiplied by the
closing price of a Share of Common Stock on the NYSE on the vesting date or, if the Common Stock was not traded on the NYSE on the vesting date,
the last date prior to the vesting date that the Common Stock was traded on the NYSE.
(v) Accelerated Vesting; Forfeiture. The RSUs and the vesting provisions set forth in this Section 4(c) 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), a number of RSUs equal to the Pro Rata RSU Portion will become immediately vested as of the date of such
termination. Upon a Participant's Termination of Employment by the Company without Cause or by the Participant for Good Reason, any unvested
RSUs, other than the Pro Rata RSU Portion, shall be immediately forfeited.
"Pro Rata RSU Portion" means, with respect to any RSU Installment that is not vested at the time of a Participant's Termination of Employment,
the number of RSUs covered by such RSU Installment 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 month and (ii) the denominator of which is twelve (12) for the
First RSU Installment and twenty-four (24) for the Second RSU Installment.6
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary resignation (other than for Good Reason or
Retirement), any unvested portion of the RSUs shall be immediately forfeited.
(C) Retirement. Subject to Section (4)(d)(v) below, upon a Participant's Termination of Employment by reason of Retirement, a number of RSUs
equal to the Pro Rata RSU Portion will become immediately vested as of the date of such Termination of Employment. Pro Rata RSU Portion has the
meaning set forth in Section A.4(a) above. Upon a Participant's Termination of Employment by reason of Retirement, any unvested RSUs, other than
the Pro Rata RSU Portion, shall be immediately forfeited.
4 If this formula results in any fractional RSU allocation to any RSU Installment, the number of RSUs in the First RSU Installment will be rounded up,
and the number of RSUs in the Second RSU Installment will be rounded down, to the nearest whole RSU, so that only full RSUs are covered by each
Installment.
5 For purposes of this Agreement, 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, 2010 will elapse as of February 28, 2010, two months will elapse on
March 31, 2010, as so on.
6 If this formula results in any fractional RSUs, the Pro Rata RSU Portion will be rounded up to the nearest whole RSU.
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