Delta Airlines 2011 Annual Report Download - page 112

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Termination of Employment due to Retirement, the Participant's target Performance Award will be recalculated in
accordance with the formula set forth in Section 4(b)(vii)(A) above. 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.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, the
Participant's Performance Award will immediately become vested at the target level and such amount will be paid in cash
as soon as practicable thereafter to the Participant or the Participant's estate, as applicable.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, the Participant
will immediately forfeit any unpaid portion of the Performance Award as of the date of such Termination of Employment.
(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.
(viii) 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, the Participant's outstanding Performance Award shall immediately become vested at the target level
and such amount will be paid in cash to the Participant as soon as practicable. With respect to any Participant who incurs a
Termination of Employment by the Company without Cause or who resigns for Good Reason prior to a Change in
Control, if a Change in Control occurs thereafter during the Performance Period, such Participant's Adjusted Performance
Award will immediately become vested and be paid in cash to the Participant as soon as practicable.
(c) Restricted Stock Units
(i) Award Grant. A Participant may receive Restricted Stock Units as specified in the Participant's Award
Agreement (the “RSU ”).
(ii) Grant Date. The Grant Date of the RSUs will be determined in accordance with the Company's Equity
Award Grant Policy, as in effect from time to time, and set forth in the Participant's Award Agreement.
(iii) Risk of Forfeiture. Until an RSU becomes vested, a Participant will not be permitted to sell, exchange,
assign, transfer, pledge or otherwise dispose of the RSU and the RSU will be subject to forfeiture as set forth below.
(iv) Vesting. Subject to the terms of 2007 Performance Plan and the 2012 LTIP, the
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