Delta Airlines 2011 Annual Report Download - page 114

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(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, any unvested
portion of the RSUs 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 this Agreement 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 a retiree for purposes of
any other program, plan or policy of the Company, for purposes of this Agreement, the Participant's employment shall be
considered to have been terminated by the Company for Cause.
(vi) Change in Control. Notwithstanding the foregoing 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 unvested portion of the RSUs will immediately vest as of the date of such Termination of
Employment.
(d) Stock Option
(i) Award Grant. A Participant may receive a Non-Qualified Stock Option covering the number of Shares as
specified in the Participant's Award Agreement (the “Option”).
( ii) Grant Date . The Grant Date of the Option will be determined by the Committee in accordance with the
Company's Equity Award Grant Policy, as in effect from time to time, and set forth in a Participant's Award Agreement.
(iii) Exercise Price. The exercise price of the Option is the closing price of a Share on the New York Stock
Exchange on the Grant Date.
(iv ) Exercise Period. The exercise period of the Option shall be specified in the Participant's Award
Agreement.
(v) Change in Exercisability and Exercise Period upon Termination of Employment. The exercisability of the
Option and the exercise period set forth in Section 3(d)(iv) is subject to the terms and conditions specified in the
Participant's Award Agreement.
5. Potential Reduction in Payments Due to Excise Tax. In the event that a Participant becomes entitled to benefits
under the 2012 LTIP, then such benefits, together with any payment or consideration in the nature of value or
compensation to or for the Participant's benefit under any other agreement with or plan of Delta, shall be subject to
reduction as set forth in Section 4(e) of the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan, which relates
to the excise tax under Section 4999 of the Code.
6. Definitions. For purposes of the 2012 LTIP, the following definitions are hereby modified as set forth below and will
apply in lieu of the definitions set forth in the 2007 Performance Plan or as modified, as applicable.
(a) For purposes of the 2012 LTIP, “Good Reason” shall have the meaning set forth in the 2007
Performance Plan except the following will be ignored for purposes of determining whether a Participant has suffered a
reduction that constitutes Good Reason under the 2012 LTIP: (i) any long-term award made
11