Delta Airlines 2011 Annual Report Download - page 106

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of calendar months2 from the Grant Date to the date of such Termination of Employment, rounded up for any partial
month and (ii) the denominator of which is twelve (12) for the First Installment Date and twenty-four (24) for the Second
Installment Date. 3
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement), any portion of the Restricted Stock subject to the Restrictions
shall be immediately forfeited.
(C) Retirement. Subject to Section 4(a)(v)(F) below, upon a Participant's Termination of Employment by
reason of Retirement, 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. Pro Rata RS Portion has
the meaning set forth in Section 4(a)(v)(A) above. Upon a Participant's Termination of Employment by reason of
Retirement, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be
immediately forfeited.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, the
Restrictions shall immediately lapse and be of no further force or effect as of the date of such Termination of
Employment.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, any portion of the
Restricted Stock subject to the Restrictions shall be immediately forfeited.
(F) Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a
Participant who is eligible for Retirement is, or would be, terminated by the Company without Cause, such Participant
shall be considered to have been terminated by the Company without Cause for purposes of the 2012 LTIP rather than
having retired, but only if the Participant acknowledges that, absent Retirement, the Participant would have been
terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for Retirement is
terminated by the Company for Cause, then regardless of whether the Participant is considered as a retiree for purposes of
any other program, plan or policy of the Company, for purposes of the 2012 LTIP, the Participant's employment shall be
considered to have been terminated by the Company for Cause.
(vi) Change in Control. Notwithstanding the forgoing and subject to Section 5 below, 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) on or after a Change in Control but prior to the second anniversary of such
Change in Control, any Restrictions in effect shall immediately lapse on the date of such Termination of Employment and
be of no further force or effect as of such date.
(vii) Dividends. In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions on
the 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.
_________________________________
2 For purposes of the 2012 LTIP, 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, 2012 will elapse as of February 29, 2012, two months will elapse on March 31, 2012,
and so on.
3 If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share.
3