Delta Airlines 2010 Annual Report Download - page 412

Employment, rounded up for any partial month and (ii) the denominator of which is twelve (12) for the First Installment Date and twenty-four (24) for
the Second Installment Date.3
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary resignation (other than for Good Reason or
Retirement), any portion of the Restricted Stock subject to the Restrictions shall be immediately forfeited.
(C) Retirement. Subject to Section 4(a)(v)(F) below, upon a Participant's Termination of Employment by reason of Retirement, 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. Pro Rata RS Portion has the meaning set forth in Section 4(a)(v)(A) above. Upon a Participant's Termination of
Employment by reason of Retirement, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be
immediately forfeited.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, the Restrictions shall immediately lapse and be
of no further force or effect as of the date of such Termination of Employment.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, any portion of the Restricted Stock subject to the
Restrictions shall be immediately forfeited.
(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 2011 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 2011 LTIP, the Participant's employment shall be considered to have been terminated by the Company for Cause.
(vi) 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, any Restrictions in effect shall immediately lapse on the date of such Termination of Employment and be of no further force or effect as of such
date.
3 If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share.
3