Delta Airlines 2010 Annual Report Download - page 418

Average Annual
Cumulative Revenue Growth Operating Income Margin Return on Invested Capital
% of + % of + % of
Target Target Target
Earned Earned Earned
Performance x Performance x Performance x
Measure Weight Measure Weight Measure Weight
Maximum 33.0% above Composite Performance 200%
x 25%
Maximum 33.0% above Composite Performance 200%
x 50%
Maximum 12.0% or higher 200%
x 25%
Target Composite Performance 100%
x 25%
Target Composite Performance 100%
x 50%
Target 10.0% 100%
x 25%
Threshold 33.0% below Composite Performance 50%
x 25%
Threshold 33.0% below Composite Performance 50%
x 50%
Threshold 8.0% 50%
x 25%
Any portion of a Performance Award that does not vest at the end of the Performance Period will immediately lapse and become void. Payouts based on the
above performance measures will be straight-line interpolated when actual performance results fall above Threshold and below Target or above Target and
below Maximum.
(vi) Timing of Payment. The payout, if any, of any Performance Awards that vest under Section 4(b)(v) will be made as soon after the end of the
Performance Period as the payment amount can be finally determined, but in no event later than March 15, 2013, unless it is administratively impracticable
to do so, and such impracticability was not foreseeable at the end of 2012, in which case such payment shall be made as soon as administratively
practicable after March 15, 2013.
(vii) Accelerated Vesting/Forfeiture upon Termination of Employment. The Performance Awards 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), the Participant's target Performance Award will be recalculated and will be the result of the following formula (the
"Adjusted Performance Award"): S × (T ÷ 24) where,
S = the Participant's target Performance Award as of the Grant Date; and
T = the number of calendar months from January 1, 2011 to the date of such Termination of Employment (rounded up for any partial month).
Thereafter, the Participant will be eligible to receive a payment, if any, in cash based on the Adjusted Performance Award which will vest and become
payable under Section 4(b)(v) in the same manner and to the same extent as if the Participant's employment had continued.
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