Delta Airlines 2010 Annual Report Download - page 436

(B) "Disqualifying Termination of Employment" means an Executive Officer Participant's Termination of Employment by the Company for
Cause.
(C) "Qualifying Termination of Employment" means an Executive Officer Participant's Termination of Employment (1) by the Company without
Cause; or (2) due to death or Disability.
(D) For purposes of this Section 7(b)(ii), if an Executive Officer Participant incurs a Termination of Employment by reason of (1) a voluntary
resignation (including the Termination of Employment by the Participant if he is employed by an Affiliate at the time the Company sells or otherwise
divests itself of such Affiliate); or (2) Retirement, the Restrictions shall lapse and be of no further force or effect on the date there is a payout under the
Profit Sharing Program as if such Executive Officer Participant's employment had continued through such date.
(E) For purposes of the MIP, "Retirement" means a Termination of Employment (other than for Cause or death) either: (1) on or after a Participant's
62nd birthday provided that such Participant has completed at least 5 years service since his or her most recent hire date with the Company (or an
Affiliate or former Affiliate); or (2) on or after a Participant's 52nd birthday provided that such Participant has completed at least 10 years service since
his or her most recent hire date with the Company (or an Affiliate or former Affiliate).
(iii) Dividends. In the event a cash dividend shall be paid in respect of Shares at a time the Restrictions on the MIP Restricted Stock have not lapsed, the
Participant shall be eligible to receive the dividend upon the lapse of the Restrictions. The Restrictions shall apply to any such dividend.
(iv) 2007 Plan; Written Notice. The MIP Restricted Stock will otherwise be subject to the terms of the 2007 Plan. In the event any Executive Officer
Participant's MIP Award is converted to MIP Restricted Stock, such Participant will receive a written notice of such conversion with the details thereof as
soon as practicable after the MIP Payment Date.
8. Change in Employment Status.
(a) Termination of Employment.
(i) A Termination Event in 2011—General. Except as expressly set forth in this Section 8, in the event a Participant's employment with Delta terminates
for any reason prior to the end of the workday on December 31, 2011, such Participant will be ineligible for any award under the MIP. In other words, if a
Participant is employed according to Company records through the end of the workday on December 31, 2011, the Participant will be eligible for any
award earned under the MIP for 2011, including, if applicable, MIP Restricted Stock.
(ii) Termination on or after January 1, 2012. Subject to Section 7(b) above, a Participant who incurs a Termination of Employment for any reason other
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