Delta Airlines 2010 Annual Report Download - page 416

issues or repurchases additional Common Stock for cash during the Performance Period (but excluding the exercise of any employee stock option
for cash), the Market Value of Equity shall be adjusted to include the gross cash proceeds of the equity issuance or exclude the gross cash
payments for the equity repurchase, before adjustment for any applicable fees or charges associated therewith.
(6) "Adjusted Net Debt" for Delta shall be calculated monthly based on its regularly prepared internal financial statements using the following
formula (A+B-C), subject to Section 4(b)(v)(B), where:
A = Total gross long term debt and capital leases (including current maturities) that reflects Delta's actual obligations to lenders or lessors,
including any adjustments from the book value to reflect premiums or discounts that may be amortizing;
B = Annual aircraft rent expense multiplied by seven (7); and
C = Unrestricted cash, cash equivalents and short-term investments.
(v) Vesting.
(A) General. Subject to the terms of the 2007 Performance Plan and all other conditions included in any applicable Award Agreement, the Performance
Award shall vest, as described in this Section 4(b)(v), as of the end of the Performance Period to the extent that the Company's actual performance results
meet or exceed Threshold level with respect to Cumulative Revenue Growth, Average Annual Operating Income Margin and/or Return on Invested Capital,
as applicable and as described below. For purposes of Cumulative Revenue Growth and Average Annual Operating Income Margin, the Company's
performance is compared against the Composite Performance of the Industry Composite Group.
(B) Committee's Authority. In determining the Cumulative Revenue Growth and the Average Annual Operating Income Margin for Delta and each member
of the Industry Composite Group and the Return on Invested Capital for Delta, the Committee shall make such adjustments with respect to any subject
company as is necessary to ensure the results are comparable, including, without limitation, differences in accounting policies (for example, fuel hedging).
Without limiting the generality of the forgoing, the Committee shall (i) make such determinations based on financial data filed by the subject company with
the U.S. Department of Transportation or otherwise, and (ii) exclude from any calculation any item of gain, loss or expense to be extraordinary or unusual in
nature or infrequent in occurrence.
(C) Impact of Certain Events. A company shall be automatically removed from the Industry Composite Group in the event that any of the following occur
during or with respect to the Performance Period: (i) such company ceases to maintain or does not timely prepare publicly available statements of operations
prepared in accordance with GAAP; (ii) such company is not the surviving entity in any merger, consolidation, or other non-bankruptcy reorganization (or
survives only as a subsidiary of an entity other than a previously wholly owned subsidiary of such company); (iii) such company sells,
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