Delta Airlines 2009 Annual Report Download - page 166

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The performance ranges and award payout levels will be determined by the Committee, subject to Section 4(c) above.
(e) Individual Performance Measure. The Individual Performance measure (applicable to Participants who are not officers) is generally determined by
each Participant's Leader Performance Management evaluation ("LPM") at the end of 2010. The performance ranges and award payout levels will be
determined by the Committee, subject to Section 4(c) above.
7. Timing of Award Payments.
(a) In General. Subject to Sections 7(b) and 8(a) below, any payouts to a Participant under the MIP for 2010 will be made in cash, as soon as practicable
after (i) the Committee certifies the achievement of the required Financial Performance, Operational Performance and Merger Integration Performance results
and (ii) where applicable, Leadership Effectiveness Performance results have been determined and an LPM evaluation has been completed, but in no event
later than March 15, 2011, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at the end of 2010, in which case
such payment shall be made as soon as administratively practicable after March 15, 2011. Further, unless a payout for 2010 under the Profit Sharing Program
occurs after March 15, 2011, any payout under the 2010 MIP will not be made prior to a payout for 2010 under the Profit Sharing Program; provided,
however, if it is determined there will be no payout for 2010 under the Profit Sharing Program, any MIP Awards that are payable based on Operational
Performance, Merger Integration Performance, Leader Effectiveness Performance or Individual Performance will be paid as soon as practicable thereafter, but
in no event later than March 15, 2011, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at the end of 2010, in
which case such payment shall be made as soon as administratively practicable after March 15, 2011.
(b) Executive Officer Participants. Payouts under the MIP to Participants who, as of December 31, 2010, are Executive Officer Participants will be subject
to the following terms and conditions:
(i) Payment in Restricted Stock. If there is no payout under the Profit Sharing Program for 2010, any payout under the MIP to an Executive Officer
Participant will be made in shares of Restricted Stock rather than in cash, with the number of shares of Restricted Stock being equal to the result of the
following formula ("MIP Restricted Stock"): A รท B, where3:
A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash; and
B = the closing price of a Share on the New York Stock Exchange on the later of (1) the date that the Committee approves the payouts, if any, to the
Executive Officer Participants under the MIP following the Committee's certification of the achievement of the required performance measures as
described in Section 7(a) and (2) the third business day following the date on
3 If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the nearest whole share.
6