Delta Airlines 2010 Annual Report Download - page 430

to any Participant who is employed by the Company as an executive vice president or more senior officer or holds the position of general counsel or chief
financial officer of the Company ("Executive Officer Participant"), as discussed in Section 7(b) below.
(b) Performance Measures. The performance measures used will be one or more of financial ("Financial Performance"), operational ("Operational
Performance"), customer service ("Customer Service Performance"), leadership effectiveness ("Leadership Effectiveness Performance") and individual
performance ("Individual Performance"). Achievement under each performance measure may range from below threshold, at which there is no payout, to
the maximum performance level, at which the payout will be greater than the target level, subject to Section 4(c) below.
(c) Interaction with Profit Sharing Program and Individual Performance Measure. If there is no payout under the Profit Sharing Program for 2011, (i) no
amount will be paid with respect to Financial Performance to any Participant regardless of whether Delta meets or exceeds that performance measure and
(ii) for General Manager (Grade 11) Participants and above, the actual MIP Award, if any, will not exceed such Participant's Target MIP Award (as defined
below). In addition, if a Participant's performance under the Individual Performance Measure (applicable to Participants who are not officers) falls below the
"meets expectations" performance rating, no amount will be paid with respect to Financial Performance, Operational Performance and/or Customer Service
Performance to such Participant regardless of whether Delta meets or exceeds those performance measures.
(d) Target MIP Awards. The Target MIP Award for each Participant will be expressed as a percentage of the Participant's Annual Base Salary (the "Target
MIP Award") as determined by the Committee and will be communicated to Participants in such manner as the Committee deems appropriate. Subject to
Section 8 below, "Annual Base Salary" means the Participant's 2011 annual base salary as in effect on December 31, 2011.
5. Weighting of Performance Measures. Subject to Section 8 below, a percentage of each Participant's Target MIP Award is allocated to one or more of
Financial Performance, Operational Performance, Customer Service Performance, Leadership Effectiveness Performance and/or Individual Performance
based on the Participant's employment level, as follows:
2