Delta Airlines 2010 Annual Report Download - page 411

4. Awards.
(a) Restricted Stock.
(i) Award Grant. A Participant may receive Restricted Stock as specified in the Participant's Award Agreement (the "Restricted Stock").
(ii) Grant Date. The Grant Date of the Restricted Stock will be determined by the Committee in accordance with the Company's Equity Award Grant
Policy, as in effect from time to time, and set forth in a Participant's Award Agreement.
(iii) Restrictions. Until the restrictions imposed by this Section 4(a) (the "Restrictions") have lapsed pursuant to Section 4(a)(iv), (v) or (vi) below, a
Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the Restricted Stock and the Restricted Stock will be
subject to forfeiture as set forth below.
(iv) Lapse of Restrictions—Continued Employment. Subject to the terms of the 2007 Performance Plan and the 2011 LTIP, the Restrictions shall lapse
and be of no further force or effect with respect to one-half of the Shares of Restricted Stock on February 1, 2012 ("First Installment Date") and the
remaining one-half on February 1, 2013 ("Second Installment Date").1
(v) Lapse of Restrictions/Forfeiture upon Termination of Employment. The Restricted Stock and the Restrictions set forth in this Section 4(a) 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), with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall immediately lapse
on the Pro Rata RS Portion as of the date of such Termination of Employment. Upon a Participant's Termination of Employment by the Company
without Cause or by the Participant for Good Reason, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion,
shall be immediately forfeited.
"Pro Rata RS Portion" means, with respect to any portion of Restricted Stock that is subject to the Restrictions at the time of a Participant's
Termination of Employment, the number of Shares with respect to which the Restrictions would have lapsed on each future Installment Date multiplied
by a fraction (i) the numerator of which is the number of calendar months2 from the Grant Date to the date of such Termination of
1 If this formula results in any fractional Share allocation to any Installment Date, the number of Shares with respect to which the Restrictions lapse on
the First Installment Date will be rounded up, and the number of shares with respect to which the Restrictions lapse on the Second Installment Date will
be rounded down, to the nearest whole Share so that only full Shares are covered by each Installment Date.
2 For purposes of the 2011 LTIP, 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, 2011 will elapse as of February 28, 2011, two months will elapse on
March 31, 2011, and so on.
2