Delta Airlines 2011 Annual Report Download - page 123

8. Change in Employment Status.
(a) Termination of Employment.
(i) A Termination Event in 2012--General. Except as expressly set forth in this Section 8, in the event a
Participant's employment with Delta terminates for any reason prior to the end of the workday on December 31, 2012,
such Participant will be ineligible for any award under the MIP. In other words, if a Participant is employed according to
Company records through the end of the workday on December 31, 2012, the Participant will be eligible for any award
earned under the MIP for 2012, including, if applicable, MIP Restricted Stock.
(ii) Termination on or after January 1, 2013. Subject to Section 7(b) above, a Participant who incurs a
Termination of Employment for any reason other than for Cause on or after January 1, 2013 will remain eligible for any
unpaid MIP Award, which award will be paid according to the terms of Section 7(a) above. A Participant who is
terminated by the Company for Cause on or after January 1, 2013 will forfeit any unpaid MIP Award.
(iii) Pro Rata MIP Payment.
(A) Disability or Retirement. This Section 8(a)(iii)(A) applies to any Participant who incurs a Termination of
Employment prior to January 1, 2013 due to the Participant's Disability or Retirement (as such term is defined in Section
7(b)(ii)(D)). Subject to the Participant's execution of a waiver and release of claims in a form and manner satisfactory to
the Company, such Participant will be eligible to receive a MIP Award based on an adjusted annual base salary amount,
but otherwise in the same manner, to the same extent and at the same time as the Participant would have received such
MIP Award if such Participant's employment had continued through December 31, 2012 (i.e., based on achievement of
applicable performance measures). The most recent LPM prior to the Termination of Employment will generally apply to
the Individual Performance measure, if any, applicable to the Participant. The Participant's Annual Base Salary will be the
result of the following formula: X × Y/12, where:
X = the Participant's annual base salary as in effect as of the date of Termination of Employment; and
Y = the number of calendar months the Participant was actively employed by Delta during 2012 in a MIP-eligible
position, rounded up for any partial month.3
(B) Termination of Employment Without Cause or Resulting in Benefits under the Severance Plan. This Section
8(a)(iii)(B) applies to any Participant who incurs a Termination of Employment prior to January 1, 2013 due to either (1) a
Termination of Employment by the Company without Cause, or (2) for any other reason that entitles such Participant to
benefits under the Delta Air Lines, Inc. 2009 Officer and Director Severance Plan (the “ Severance Plan”). Subject to the
Participant's execution of a waiver and release of claims in a form and manner satisfactory to the Company, such
Participant will be eligible to receive a MIP Award based on an adjusted annual base salary amount, but otherwise in the
same manner, to the same extent and at the same time as the Participant would have received such MIP Award if such
Participant's employment had continued through December 31, 2012 ( i.e., based on achievement of applicable
performance measures). The Participant's
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3 For purposes of the MIP, 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,
and so on.
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