Delta Airlines 2011 Annual Report Download - page 113

Download and view the complete annual report

Please find page 113 of the 2011 Delta Airlines annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 144

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144

RSUs will vest with respect to one-half of the RSUs on February 1, 2013 (“ First RSU Installment”) and the remaining
one-half on February 1, 2014 (“ Second RSU Installment”). 4 As soon as practicable after any RSUs become vested, the
Company shall pay to Participant in cash a lump sum amount equal to the number of RSUs vesting multiplied by the
closing price of a Share of Common Stock on the NYSE on the vesting date or, if the Common Stock was not traded on
the NYSE on the vesting date, the last date prior to the vesting date that the Common Stock was traded on the NYSE.
(v) Accelerated Vesting; Forfeiture. The RSUs and the vesting provisions set forth in this Section 4(c) 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), a number of RSUs
equal to the Pro Rata RSU Portion will become immediately vested as of the date of such termination. Upon a
Participant's Termination of Employment by the Company without Cause or by the Participant for Good Reason, any
unvested RSUs, other than the Pro Rata RSU Portion, shall be immediately forfeited.
“Pro Rata RSU Portion ” means, with respect to any RSU Installment that is not vested at the time of a
Participant's Termination of Employment, the number of RSUs covered by such RSU Installment multiplied by a fraction
(i) the numerator of which is the number of calendar months5 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 RSU
Installment and twenty-four (24) for the Second RSU Installment. 6
(B) Voluntary Resignation. Upon a Participant's Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement), any unvested portion of the RSUs shall be immediately forfeited.
(C) Retirement. Subject to Section (4)(c)(v)(F) below, upon a Participant's Termination of Employment by
reason of Retirement, with respect to any RSU Installment that is not then vested, a number of RSUs equal to the Pro Rata
RSU Portion will become immediately vested as of the date of such Termination of Employment. Pro Rata RSU Portion
has the meaning set forth in Section 4(c)(v)(A) above. Upon a Participant's Termination of Employment by reason of
Retirement, any unvested RSUs, other than the Pro Rata RSU Portion, shall be immediately forfeited.
(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, all
unvested RSUs will immediately vest as of the date of such Termination of Employment.
________________________________
4 If this formula results in any fractional RSU allocation to any RSU Installment, the number of RSUs in the First RSU Installment will be rounded up, and
the number of RSUs in the Second RSU Installment will be rounded down, to the nearest whole RSU, so that only full RSUs are covered by each Installment.
5 For purposes of this Agreement, 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, as
so on.
6 If this formula results in any fractional RSUs, the Pro Rata RSU Portion will be rounded up to the nearest whole RSU.
10