Delta Airlines 2011 Annual Report Download - page 107

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(b) Performance Awards.
(i) Award Grant. A Participant may receive a Performance Award for a specified target cash amount as set
forth in the Participant's Award Agreement (a “Performance Award”).
(ii) Grant Date . The Grant Date of the Performance Award will be determined by the Committee and set
forth in the Participant's Award Agreement.
(iii) Payout Criteria and Form of Payment. Except as otherwise expressly set forth in this Section 4(b),
payment, if any, of a Performance Award will be based on the following factors as described and defined below: (A) the
Average Annual Operating Income Margin during the Performance Period of the Company relative to the Composite
Performance of the members of the Industry Composite Group; (B) Customer Service Performance during the
Performance Period of the Company; and (C) Return on Invested Capital during the Performance Period of the Company.
The payout, if any, of a Performance Award will be made (A) in Shares, calculated based on the Conversion
Formula (as defined below), to each Participant who is employed by the Company as an executive vice president or more
senior officer or holds the position of general counsel or chief financial officer of the Company (“Executive Officer
Participant”) at the time of such payout; and (B) in cash in all other circumstances.
(iv) Definitions.
(A) In General.
(1) “Composite Performance” means, for purposes of determining the total Average
Annual Operating Income Margin of the Industry Composite Group, the result obtained
by treating the members of the Industry Composite Group as if they were one combined
entity.
(2) The “Conversion Formula” will apply to convert from cash to Shares the payout, if any,
of a Performance Award to a person who is an Executive Officer Participant at the time
of such payout. First, the cash amount of the payout is calculated in the same manner as if
the payout is being made in cash. Next, the cash amount is converted into a number of
Shares based on the following formula: A ÷ B, where:
A = the amount of the payout for the Performance Award if it is paid in cash; and
B = the closing price of a Share on the New York Stock Exchange on the later of (1) date that the Committee
approves the payouts, if any, of the Performance Awards to the Executive Officer Participants following the Committee's
determination of the achievement of the payout criteria described in Section 4(b)(iii) 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.
(3) “GAAP” means accounting principles generally accepted in the United States of
America.
(4) “Industry Composite Group” means Alaska Air Group, Inc., AMR
4