Delta Airlines 2011 Annual Report Download - page 105

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3. Individual Award Agreements. Any person offered an Award under the 2012 LTIP will be required to sign an
individual Award Agreement. Execution by such person of his or her Award Agreement will be a prerequisite to the
effectiveness of the Award under the 2012 LTIP and to the person's becoming a Participant in the 2012 LTIP.
4. Awards.
(a) Restricted Stock.
(i) Award Grant . A Participant may receive Restricted Stock as specified in the Participant's Award Agreement
(the “ Restricted Stock”).
(ii) Grant Date. The Grant Date of the Restricted Stock will be determined by the Committee in accordance
with the Company's Equity Award Grant Policy, as in effect from time to time, and set forth in a Participant's Award
Agreement.
(iii) Restrictions . Until the restrictions imposed by this Section 4(a) (the “Restrictions ”) have lapsed
pursuant to Section 4(a)(iv), (v) or (vi) below, a Participant will not be permitted to sell, exchange, assign, transfer, pledge
or otherwise dispose of the Restricted Stock and the Restricted Stock will be subject to forfeiture as set forth below.
(iv) Lapse of Restrictions-Continued Employment. Subject to the terms of the 2007 Performance Plan and the
2012 LTIP, the Restrictions shall lapse and be of no further force or effect with respect to one-half of the Shares of
Restricted Stock on February 1, 2013 (“First Installment Date”) and the remaining one-half on February 1, 2014
(“Second Installment Date”).1
(v) Lapse of Restrictions/Forfeiture upon Termination of Employment . The Restricted Stock and the
Restrictions set forth in this Section 4(a) are subject to the following terms and conditions:
(A) Without Cause or For Good Reason. 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), with respect to any
portion of the Restricted Stock subject to the Restrictions, the Restrictions shall immediately lapse on the Pro Rata RS
Portion as of the date of such Termination of Employment. Upon a Participant's Termination of Employment by the
Company without Cause or by the Participant for Good Reason, any Restricted Stock that remains subject to the
Restrictions, other than the Pro Rata RS Portion, shall be immediately forfeited.
“Pro Rata RS Portion” means, with respect to any portion of Restricted Stock that is subject to the Restrictions at the
time of a Participant's Termination of Employment, the number of Shares with respect to which the Restrictions would
have lapsed on each future Installment Date multiplied by a fraction (i) the numerator of which is the number
_________________________________
1 If this formula results in any fractional Share allocation to any Installment Date, the number of Shares with respect to which the Restrictions lapse on the
First Installment Date will be rounded up, and the number of shares with respect to which the Restrictions lapse on the Second Installment Date will be
rounded down, to the nearest whole Share so that only full Shares are covered by each Installment Date.
2