Delta Airlines 2010 Annual Report Download - page 435

March 15, 2012, any payout under the 2011 MIP will not be made prior to a payout for 2011 under the Profit Sharing Program; provided, however, if it is
determined there will be no payout for 2011 under the Profit Sharing Program, any MIP Awards that are payable based on Operational Performance,
Customer Service Performance, Leader Effectiveness Performance or Individual Performance will be paid as soon as practicable thereafter, but in no event
later than March 15, 2012, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at the end of 2011, in which case
such payment shall be made as soon as administratively practicable after March 15, 2012.
(b) Executive Officer Participants. Payouts under the MIP to Participants who, as of December 31, 2011, are Executive Officer Participants (as such term
is defined in Section 4(a) above) will be subject to the following terms and conditions:
(i) Payment in Restricted Stock. If there is no payout under the Profit Sharing Program for 2011, any payout under the MIP to an Executive Officer
Participant will be made in shares of Restricted Stock rather than in cash, with the number of shares of Restricted Stock being equal to the result of the
following formula ("MIP Restricted Stock"): A ÷ B, where2:
A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash; and
B = the closing price of a Share on the New York Stock Exchange on the later of (1) the date that the Committee approves the payouts, if any, to the
Executive Officer Participants under the MIP following the Committee's certification of the achievement of the required performance measures as
described in Section 7(a) and (2) the third business day following the date on which the Company publicly announces its annual financial results if this
date is scheduled in the same month that the Committee approves such payouts, if any.
(ii) Lapsing of Restrictions; Forfeiture. Until the restrictions imposed by this Section 7(b)(ii) (the "Restrictions") have lapsed pursuant to the terms
below, an Executive Officer Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the MIP Restricted Stock
and the MIP Restricted Stock will be subject to forfeiture as set forth below.
(A) The Restrictions shall lapse and be of no further force or effect on the earlier of the date (1) there is a payout under the Profit Sharing Program
unless, prior to such payout, the Executive Officer Participant incurs a Disqualifying Termination of Employment or (2) an Executive Officer
Participant incurs a Qualifying Termination of Employment. The MIP Restricted Stock will be immediately forfeited if, prior to the lapsing of the
Restrictions, the Executive Officer Participant incurs a Disqualifying Termination of Employment.
2 If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the nearest whole share.
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