Delta Airlines 2010 Annual Report Download - page 415

(2) "Operating Income" means, subject to Section 4(b)(v)(B) below, the subject company's consolidated operating income for the applicable periods
based on its regularly prepared and publicly available statements of operations prepared in accordance with GAAP, but excluding: (i) any
material asset write downs; (ii) gains or losses with respect to unusual or non-recurring events, including, without limitation, changes in
accounting principles, bankruptcy-related reorganization items, restructuring charges, merger-related costs, extinguishment of debt and other out
of period adjustments; and (iii) expenses accrued with respect to any annual broad-based employee profit sharing plan, program or arrangement.
(3) "Total Operating Revenue" has the meaning given such term in Section 4(b)(iv)(B)(2) above.
(D) Return on Invested Capital.
(1) The "Return on Invested Capital" for Delta shall be calculated by using Delta's Average Operating Income and Average Invested Capital for
the applicable periods and the following formula, (A ¸ B), where:
A = Average Operating Income for 2011 and 2012; and
B = Average Invested Capital for 2011 and 2012.
(2) "Average Operating Income" means, subject to Section 4(b)(v)(B) below, Delta's average annual Total Operating Income over the Performance
Period.
(3) "Total Operating Income" means, subject to Section 4(b)(v)(B) below, Delta's consolidated operating income for the applicable periods based
on its regularly prepared and publicly available statements of operations prepared in accordance with GAAP, but excluding: (i) any material asset
write downs; and (ii) gains or losses with respect to unusual or non-recurring events, including, without limitation, changes in accounting
principles, bankruptcy-related reorganization items, restructuring charges, merger-related costs, extinguishment of debt and other out of period
adjustments.
(4) "Average Invested Capital" means, subject to Section 4(b)(v)(B) below, Delta's total invested capital averaged monthly over the Performance
Period, and shall be calculated using the following formula, (A+B), where:
A = Market Value of Equity; and
B = Adjusted Net Debt.
(5) "Market Value of Equity" means the total number of Shares of Common Stock outstanding on December 31, 2010 multiplied by $12.60 (the
closing price of a Share of Common Stock on the New York Stock Exchange on that date), which value shall remain constant during the
Performance Period; provided, however, in the event that the Company
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