Delta Airlines 2010 Annual Report Download - page 419

(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary resignation (other than for Good Reason or
Retirement) prior to the end of the workday on December 31, 2013, the Participant will immediately forfeit any unpaid portion of the Performance
Award as of the date of such Termination of Employment. In the event that a Participant incurs a Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement) on or after January 1, 2014, the Participant will remain eligible for any unpaid Performance
Award, which award 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.
(C) Retirement. Subject to Section 4(b)(vii)(F) below, upon a Participant's Termination of Employment due to Retirement, the Participant's target
Performance Award will be recalculated in accordance with the formula set forth in Section 4(b)(vii)(A) above. 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.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, the Participant's Performance Award will
immediately become vested at the target level and such amount will be paid in cash as soon as practicable thereafter to the Participant or the
Participant's estate, as applicable.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, the Participant will immediately forfeit any unpaid
portion of the Performance Award as of the date of such Termination of Employment.
(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.
(viii) 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, the Participant's outstanding Performance Award shall immediately become vested at the target level and such amount will be paid in cash to the
Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company
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