Delta Airlines 2010 Annual Report Download - page 420

without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period, such
Participant's Adjusted Performance Award will immediately become vested and be paid in cash to the Participant as soon as practicable.
(c) Restricted Stock Units
(i) Award Grant. A Participant may receive Restricted Stock Units as specified in the Participant's Award Agreement (the "RSU").
(ii) Grant Date. The Grant Date of the RSUs will be determined in accordance with the Company's Equity Award Grant Policy, as in effect from time to
time, and set forth in the Participant's Award Agreement.
(iii) Risk of Forfeiture. Until an RSU becomes vested, a Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of
the RSU and the RSU will be subject to forfeiture as set forth below.
(iv) Vesting. Subject to the terms of 2007 Performance Plan and the 2011 LTIP, the RSUs will vest with respect to one-half of the RSUs on February 1,
2012 ("First RSU Installment") and the remaining one-half on February 1, 2013 ("Second RSU Installment").4 As soon as practicable after any RSUs
become vested, the Company shall pay to Participant in cash a lump sum amount equal to the number of RSUs vesting multiplied by the closing price of a
Share of Common Stock on the NYSE on the vesting date or, if the Common Stock was not traded on the NYSE on the vesting date, the last date prior to the
vesting date that the Common Stock was traded on the NYSE.
(v) Accelerated Vesting; Forfeiture. The RSUs and the vesting provisions set forth in this Section 4(c) 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), a number of RSUs equal to the Pro Rata RSU Portion will become immediately vested as of the date of such termination.
Upon a Participant's Termination of Employment by the Company without Cause or by the Participant for Good Reason, any unvested RSUs, other than
the Pro Rata RSU Portion, shall be immediately forfeited.
"Pro Rata RSU Portion" means, with respect to any RSU Installment that is not vested at the time of a Participant's Termination of Employment,
the number of RSUs covered by such RSU Installment multiplied by a fraction (i) the numerator of which is the number of calendar months5 from the
Grant Date to the date of such Termination of
4 If this formula results in any fractional RSU allocation to any RSU Installment, the number of RSUs in the First RSU Installment will be rounded up,
and the number of RSUs in the Second RSU Installment will be rounded down, to the nearest whole RSU, so that only full RSUs are covered by each
Installment.
5 For purposes of this Agreement, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during
the following month. For example, one calendar month from January 31, 2011 will elapse as of February 28, 2011, two months will elapse on
March 31, 2011, as so on.
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