Delta Airlines 2010 Annual Report Download - page 421

Employment, rounded up for any partial month and (ii) the denominator of which is twelve (12) for the First RSU Installment and twenty-four (24) for
the Second RSU Installment.6
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary resignation (other than for Good Reason or
Retirement), any unvested portion of the RSUs shall be immediately forfeited.
(C) Retirement. Subject to Section (4)(d)(v) below, upon a Participant's Termination of Employment by reason of Retirement, a number of RSUs
equal to the Pro Rata RSU Portion will become immediately vested as of the date of such Termination of Employment. Pro Rata RSU Portion has the
meaning set forth in Section A.4(a) above. Upon a Participant's Termination of Employment by reason of Retirement, any unvested RSUs, other than
the Pro Rata RSU Portion, shall be immediately forfeited.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, all unvested RSUs will immediately vest as of
the date of such Termination of Employment.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, any unvested portion of the RSUs shall be immediately
forfeited.
(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 this Agreement 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 a retiree for purposes of any other program, plan or policy of the
Company, for purposes of this Agreement, the Participant's employment shall be considered to have been terminated by the Company for Cause.
(vi) Change in Control. Notwithstanding the foregoing and subject to Section 4 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, any unvested portion of the RSUs will immediately vest as of the date of such Termination of Employment.
5. Potential Reduction in Payments Due to Excise Tax. In the event that a Participant becomes entitled to benefits under the 2011 LTIP, then such benefits,
together with any payment or consideration in the nature of value or compensation to or for the Participant's benefit under any other agreement with or plan of
Delta, shall be subject to reduction as set forth in Section 4(e) of the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan, which relates to the
excise tax under Section 4999 of the Code.
6 If this formula results in any fractional RSUs, the Pro Rata RSU Portion will be rounded up to the nearest whole RSU.
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