Delta Airlines 2011 Annual Report Download - page 122

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B = the closing price of a Share on the New York Stock Exchange on the later of (1) the date that the
Committee approves the payouts, if any, to the Executive Officer Participants under the MIP following the Committee's
certification of the achievement of the required performance measures as described in Section 7(a) and (2) the third
business day following the date on which the Company publicly announces its annual financial results if this date is
scheduled in the same month that the Committee approves such payouts, if any.
(ii) Lapsing of Restrictions; Forfeiture. Until the restrictions imposed by this Section 7(b)(ii) (the “
Restrictions”) have lapsed pursuant to the terms below, an Executive Officer Participant will not be permitted to sell,
exchange, assign, transfer, pledge or otherwise dispose of the MIP Restricted Stock and the MIP Restricted Stock will be
subject to forfeiture as set forth below.
(A) The Restrictions shall lapse and be of no further force or effect on the earlier of the date (1) there is a payout
under the Profit Sharing Program unless, prior to such payout, the Executive Officer Participant incurs a Disqualifying
Termination of Employment or (2) an Executive Officer Participant incurs a Qualifying Termination of Employment. The
MIP Restricted Stock will be immediately forfeited if, prior to the lapsing of the Restrictions, the Executive Officer
Participant incurs a Disqualifying Termination of Employment.
(B) “Disqualifying Termination of Employment” means an Executive Officer Participant's Termination of
Employment by the Company for Cause.
(A) “ Qualifying Termination of Employment” means an Executive Officer Participant's Termination of
Employment (1) by the Company without Cause; or (2) due to death or Disability.
(D) For purposes of this Section 7(b)(ii), if an Executive Officer Participant incurs a Termination of
Employment by reason of (1) a voluntary resignation (including the Termination of Employment by the Participant if he is
employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate); or (2) Retirement, the
Restrictions shall lapse and be of no further force or effect on the date there is a payout under the Profit Sharing Program
as if such Executive Officer Participant's employment had continued through such date.
(E) For purposes of the MIP, “Retirement ” means a Termination of Employment (other than for Cause or
death) either: (1) on or after a Participant's 62nd birthday provided that such Participant has completed at least 5 years
service since his or her most recent hire date with the Company (or an Affiliate or former Affiliate); or (2) on or after a
Participant's 52 nd birthday provided that such Participant has completed at least 10 years service since his or her most
recent hire date with the Company (or an Affiliate or former Affiliate).
(iii) Dividends . In the event a cash dividend shall be paid in respect of Shares at a time the Restrictions on the
MIP Restricted Stock have not lapsed, the Participant shall be eligible to receive the dividend upon the lapse of the
Restrictions. The Restrictions shall apply to any such dividend.
(iv) 2007 Plan; Written Notice . The MIP Restricted Stock will otherwise be subject to the terms of the 2007
Plan. In the event any Executive Officer Participant's MIP Award is converted to MIP Restricted Stock, such Participant
will receive a written notice of such conversion with the details thereof as soon as practicable after the MIP Payment Date.
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