Delta Airlines 2010 Annual Report Download - page 413

(vii) Dividends. In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions on the 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.
(b) Performance Awards.
(i) Award Grant. A Participant may receive a Performance Award for a specified target cash amount as set forth in the Participant's Award Agreement (a
"Performance Award").
(ii) Grant Date. The Grant Date of the Performance Award will be determined by the Committee and set forth in the Participant's Award Agreement.
(iii) Payout Criteria and Form of Payment. Except as otherwise expressly set forth in this Section 4(b), payment, if any, of a Performance Award will be
based on the following factors as described and defined below: (A) the Cumulative Revenue Growth during the Performance Period of the Company relative
to the Composite Performance of the members of the Industry Composite Group; (B) the Average Annual Operating Income Margin during the Performance
Period of the Company relative to the Composite Performance of the members of the Industry Composite Group and (C) Return on Invested Capital during
the Performance Period of the Company.
The payout, if any, of a Performance Award will be made (A) in Shares, calculated based on the Conversion Formula (as defined below), to each
Participant who is employed by the Company as an executive vice president or more senior officer or holds the position of general counsel or chief financial
officer of the Company ("Executive Officer Participant") at the time of such payout; and (B) in cash in all other circumstances.
(iv) Definitions.
(A) In General.
(1) "Composite Performance" means, for purposes of determining the total Cumulative Revenue Growth and the total Average Annual Operating
Income Margin of the Industry Composite Group, the result obtained by treating the members of the Industry Composite Group as if they were
one combined entity.
(2) The "Conversion Formula" will apply to convert from cash to Shares the payout, if any, of a Performance Award to a person who is an
Executive Officer Participant at the time of such payout. First, the cash amount of the payout is calculated in the same manner as if the payout is
being made in cash. Next, the cash amount is converted into a number of Shares based on the following formula: A ÷ B, where:
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