Delta Airlines 2009 Annual Report Download - page 167

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which the Company publicly announces its annual financial results if this date is scheduled in the same month that the Committee approves such
payouts, if any.
(ii) Lapsing of Restrictions; Forfeiture. Until the restrictions imposed by this Section 7(b)(ii) (the "Restrictions") have lapsed pursuant to the terms
below, an Executive Officer Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the MIP Restricted Stock
and the MIP Restricted Stock will be subject to forfeiture as set forth below.
(A) The Restrictions shall lapse and be of no further force or effect on the earlier of the date (1) there is a payout under the Profit Sharing
Program unless, prior to such payout, the Executive Officer Participant incurs a Disqualifying Termination of Employment or (2) an Executive Officer
Participant incurs a Qualifying Termination of Employment. The MIP Restricted Stock will be immediately forfeited if, prior to the lapsing of the
Restrictions, the Executive Officer Participant incurs a Disqualifying Termination of Employment.
(B) "Disqualifying Termination of Employment" means an Executive Officer Participant's Termination of Employment by the Company for
Cause.
(C) "Qualifying Termination of Employment" means an Executive Officer Participant's Termination of Employment (1) by the Company
without Cause; or (2) due to death or Disability.
(D) For purposes of this Section 7(b)(ii), if an Executive Officer Participant incurs a Termination of Employment by reason of (1) a voluntary
resignation (including the Termination of Employment by the Participant if he is employed by an Affiliate at the time the Company sells or otherwise
divests itself of such Affiliate); or (2) Retirement, the Restrictions shall lapse and be of no further force or effect on the date there is a payout under the
Profit Sharing Program as if such Executive Officer Participant's employment had continued through such date.
(E) For purposes of the MIP, "Retirement" means a Termination of Employment (other than for Cause or death) either: (1) on or after a
Participant's 62nd birthday provided that such Participant has completed at least 5 years service with the Company (or an Affiliate) or Northwest (or a
subsidiary); or (2) on or after a Participant's 52nd birthday provided that such Participant has completed at least 10 years service with the Company (or
an Affiliate) or Northwest (or a subsidiary).
(iii) Dividends. In the event a cash dividend shall be paid in respect of Shares at a time the Restrictions on the MIP Restricted Stock have not
lapsed, the Participant shall be eligible to receive the dividend upon the lapse of the Restrictions. The Restrictions shall apply to any such dividend.
7