Delta Airlines 2011 Annual Report Download - page 121

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results are comparable, including, without limitation, differences in accounting policies (for example, non-recurring
adjustments to deferred revenue resulting from (i) initial application of accounting policies; (ii) the application of
accounting policies to materially modified contracts or (iii) significant accounting estimate changes associated with
mergers, acquisitions, divestitures or fresh start accounting as a result of emergence from bankruptcy). Without limiting
the generality of the forgoing, the Committee shall (i) make such determinations based on publicly audited financial
statements filed by the subject company with the U.S. Securities and Exchange Commission, and (ii) exclude from any
calculation any item of gain, loss or expense to be extraordinary or unusual in nature or infrequent in occurrence.
“ TRASM” means Total Operating Revenue divided by Available Seat Miles.
(d) Leadership Effectiveness Performance Measure. The Leadership Effectiveness Performance measure
(applicable to Participants who are Vice Presidents or Senior Vice Presidents (other than any Executive Officer
Participants) for 2012 will be based on an evaluation of whether a Participant has demonstrated leadership attributes and
results during 2012 including, among other things, supporting diversity, providing talent management, meeting financial
budget, and being a role model for the Rules of the Road. The performance ranges and award payout levels will be
determined by the Committee, subject to Section 4(c) above.
(e) Individual Performance Measure. The Individual Performance measure (applicable to Participants who are
not officers) is generally determined by each Participant's Leader Performance Management evaluation (“LPM”) at the
end of 2012. The performance ranges and award payout levels will be determined by the Committee, subject to Section
4(c) above.
7. Timing of Award Payments.
(a) In General. Subject to Sections 7(b) and 8(a) below, any payouts to a Participant under the MIP for 2012
will be made in cash, as soon as practicable after (i) the Committee certifies the achievement of the required Financial
Performance, Operational Performance and Revenue Performance results and (ii) where applicable, Leadership
Effectiveness Performance results have been determined and an LPM evaluation has been completed, but in no event later
than March 15, 2013, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at
the end of 2012, in which case such payment shall be made as soon as administratively practicable after March 15, 2013.
Further, unless a payout for 2012 under the Profit Sharing Program occurs after March 15, 2013, any payout under the
2012 MIP will not be made prior to a payout for 2012 under the Profit Sharing Program; provided, however, if it is
determined there will be no payout for 2012 under the Profit Sharing Program, any MIP Awards that are payable based on
Operational Performance, Revenue Performance, Leadership Effectiveness Performance or Individual Performance will
be paid as soon as practicable thereafter, but in no event later than March 15, 2013, unless it is administratively
impracticable to do so, and such impracticability was unforeseeable at the end of 2012, in which case such payment shall
be made as soon as administratively practicable after March 15, 2013.
(b) Executive Officer Participants. Payouts under the MIP to Participants who, as of December 31, 2012, are
Executive Officer Participants (as such term is defined in Section 4(a) above) will be subject to the following terms and
conditions:
(i) Payment in Restricted Stock. If there is no payout under the Profit Sharing Program for 2012, any payout under the
MIP to an Executive Officer Participant will be made in shares of Restricted Stock rather than in cash, with the number of
shares of Restricted Stock being equal to the result of the following formula (“MIP Restricted Stock”): A ÷ B, where:2
A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash; and
______________________
2 If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the nearest whole share.
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