Delta Airlines 2011 Annual Report Download - page 111

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Average Annual Operating
Income Margin
+Customer Service
Performance--Domestic
+Customer Service
Performance--International
+Return on Invested Capital
Performance
Measure % of Target
Earned x
Weight
Performance
Measure % of Target
Earned x
Weight
Performance
Measure % of Target
Earned x
Weight
Performance
Measure % of Target
Earned x
Weight
Maximum 33.0% above
Composite
Performance
200%
x50%
Maximum +3% points
or higher 200%
x15%
Maximum +3% points
or higher 200%
x10%
Maximum 10.0% or
higher 200%
x25%
Target Composite
Performance 100%
x50%
Target +1.50%
points 100%
x15%
Target +1.50%
points 100%
x10%
Target 0.08
100%
x25%
Threshold 33.0% below
Composite
Performance
50%
x 50%
Threshold +0% points
50%
x 15%
Threshold +0% points
50%
x 10%
Threshold 0.06
50%
x 25%
Any portion of a Performance Award that does not vest at the end of the Performance Period will immediately lapse and
become void. Payouts based on the above performance measures will be straight-line interpolated when actual
performance results fall above Threshold and below Target or above Target and below Maximum.
(vi) Timing of Payment. The payout, if any, of any Performance Awards that vest under Section 4(b)(v) will
be made as soon after the end of the Performance Period as the payment amount can be finally determined, but in no event
later than March 15, 2014, unless it is administratively impracticable to do so, and such impracticability was not
foreseeable at the end of 2013, in which case such payment shall be made as soon as administratively practicable after
March 15, 2014.
(vii) Accelerated Vesting/Forfeiture upon Termination of Employment. The Performance Awards 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), the Participant's
target Performance Award will be recalculated and will be the result of the following formula (the “Adjusted
Performance Award”): S × (T ÷ 24) where,
S = the Participant's target Performance Award as of the Grant Date; and
T = the number of calendar months from January 1, 2012 to the date of such Termination of Employment (rounded up for
any partial month).
Thereafter, the Participant will be eligible to receive a payment, if any, in cash based on the Adjusted Performance Award
which will vest and become payable under Section 4(b)(v) in the same manner and to the same extent as if the
Participant's employment had continued.
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement) prior to the end of the workday on December 31, 2013, the
Participant will immediately forfeit any unpaid portion of the Performance Award as of the date of such Termination of
Employment. In the event that a Participant incurs a Termination of Employment by reason of a voluntary resignation
(other than for Good Reason or Retirement) on or after January 1, 2014, the Participant will remain eligible for any unpaid
Performance Award, which award will vest and become payable under Section 4(b)(v) in the same manner and to the
same extent as if the Participant's employment had continued.
(C) Retirement. Subject to Section 4(b)(vii)(F) below, upon a Participant's
8