Delta Airlines 2010 Annual Report Download - page 437

than for Cause on or after January 1, 2012 will remain eligible for any unpaid MIP Award, which award will be paid according to the terms of Section 7(a)
above. A Participant who is terminated by the Company for Cause on or after January 1, 2012 will forfeit any unpaid MIP Award.
(iii) Pro Rata MIP Payment.
(A) Disability or Retirement. This Section 8(a)(iii)(A) applies to any Participant who incurs a Termination of Employment prior to January 1, 2012
due to the Participant's Disability or Retirement (as such term is defined in Section 7(b)(ii)(D)). Subject to the Participant's execution of a waiver and
release of claims in a form and manner satisfactory to the Company, such Participant will be eligible to receive a MIP Award based on an adjusted
annual base salary amount, but otherwise in the same manner, to the same extent and at the same time as the Participant would have received such MIP
Award if such Participant's employment had continued through December 31, 2011 (i.e., based on achievement of applicable performance measures).
The most recent LPM prior to the Termination of Employment will generally apply to the Individual Performance measure, if any, applicable to the
Participant. The Participant's Annual Base Salary will be the result of the following formula: X × Y/12, where:
X = the Participant's annual base salary as in effect as of the date of Termination of Employment; and
Y = the number of calendar months the Participant was actively employed by Delta during 2011 in a MIP-eligible position, rounded up for any
partial month.3
(B) Termination of Employment Without Cause or Resulting in Benefits under the Severance Plan. This Section 8(a)(iii)(B) applies to any
Participant who incurs a Termination of Employment prior to January 1, 2012 due to either (1) a Termination of Employment by the Company without
Cause, or (2) for any other reason that entitles such Participant to benefits under the Delta Air Lines, Inc. 2009 Officer and Director Severance Plan (the
"Severance Plan"). Subject to the Participant's execution of a waiver and release of claims in a form and manner satisfactory to the Company, such
Participant will be eligible to receive a MIP Award based on an adjusted annual base salary amount, but otherwise in the same manner, to the same
extent and at the same time as the Participant would have received such MIP Award if such Participant's employment had continued through
December 31, 2011 (i.e., based on achievement of applicable performance measures). The Participant's Annual Base Salary will be determined in
accordance with the formula set forth in Section 8(a)(iii)(A) above.
3 For purposes of the MIP, 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, and so on.
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