Delta Airlines 2011 Annual Report Download - page 125

Target MIP Award calculated based on their annual base salary at each MIP-eligible job level (measured as of the date
immediately prior to the date the demotion is considered effective for purposes of the MIP, as described in the first
paragraph of Section 8(b) above, and, if applicable, as of December 31, 2012) and the number of calendar months they
were employed in each such capacity, multiplied by the relevant total target award percentage applicable to their position
or positions during the relevant period.
(iv) Transfers and Leaves of Absence. In the event that during 2012 a Participant transfers employment from
Delta to a Delta subsidiary or affiliate that does not participate in the MIP, other than a transfer to the Delta Community
Credit Union (the “DCCU”), the Participant will forfeit any eligibility for an award under the MIP. Except as provided
under Section 8(b)(v) below, any Participant who goes on any type of leave or who transfers to the DCCU at any time
during 2012 will have his Target MIP Award calculated based on his annual base salary (measured as of the date
immediately prior to the date the transfer or leave is considered effective for purposes of the MIP) and the number of
calendar months he was employed in a MIP-eligible position during 2012, multiplied by the relevant total target award
percentage applicable to his MIP-eligible position.
(v) Military Leave. In the event that at any time during 2012 a Participant is on a Military Leave of Absence,
his or her Annual Base Salary shall be equal to the aggregate annual base salary the Participant received from Delta
during 2012 plus any amount of base salary such Participant would have received had he or she been actively employed
by Delta in any corresponding MIP-eligible position during such leave. “Military Leave of Absence” means a
Participant's absence from his or her position of employment at any time during 2012 because of service in the uniformed
services, as defined under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“
USERRA”); provided, that a Participant must provide the Company appropriate evidence that his or her absence was due
to service in the uniformed services and the period of such service in order to be considered to be on a Military Leave of
Absence for purposes of the MIP. For purposes of the MIP, any Participant who is absent due to military service
(according to Delta's records) as of December 31, 2012 and has been on such leave for a cumulative period (during the
period he or she has been employed by Delta) of five years or less, will be presumed to be on a Military Leave of
Absence. Any Participant who is similarly absent due to military service (based on Delta's records) and who has been on
such leave for a period of more than five years will not be considered to be on a Military Leave of Absence until he or she
provides appropriate evidence that he or she is entitled to an exception to the five-year limit on uniformed service as set
forth in USERRA.
9. Treatment of Payments Under Benefit Plans or Programs. MIP payments, which for an Executive Officer
Participant who receives MIP Restricted Stock means the amount of the payout to the Executive Officer Participant under
the MIP had the payout been made in cash, will be considered as earnings under any benefit plan or program sponsored by
Delta only to the extent such payments are included as earnings under the terms of the specific plan or program; provided,
however, that any MIP payment made to an Executive Officer Participant in MIP Restricted Stock will be considered as
earnings only for purposes of the Company's restoration payment program, as in effect from time to time. If such
payments are included, unless otherwise provided in such plan or program, participants will be eligible to contribute
amounts paid under the MIP into such plans in the same manner and to the same extent as their ordinary compensation
and any amounts so contributed will be subject to any applicable Company contributions and/or matches. Notwithstanding
anything to the contrary in this Section 9, any MIP payment received in connection with a Termination of Employment
shall not be considered earnings under any benefit plan or program sponsored by Delta.
10. Effective Date. The MIP will become effective as of January 1, 2012; provided however, if on or before the date the
Committee adopts the MIP any employee who would otherwise have participated in the MIP is informed that his or her
employment will be terminated by the Company without Cause, any severance such employee is entitled to receive will be
calculated based on the 2011 Management Incentive Plan as in effect as of December 31, 2011.
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