Delta Airlines 2012 Annual Report Download - page 377

person's becoming a Participant in the 2013 LTIP. The terms and conditions of any Award Agreement, if contrary to the terms of the
2013 LTIP, shall govern the rights of the corresponding Participant.
4. Awards.
(a) Restricted Stock.
(i) Award Grant .
A Participant may receive Restricted Stock as specified in the Participant's Award Agreement (the
“ Restricted Stock ”).
(ii) Grant Date .
The Grant Date of the Restricted Stock 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) Restrictions . Until the restrictions imposed by this Section 4(a) (the “ Restrictions ”)
have lapsed pursuant to
Section 4(a)(iv), (v) or (vi) below, a Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise
dispose of the Restricted Stock and the Restricted Stock will be subject to forfeiture as set forth below.
(iv) Lapse of Restrictions-Continued Employment .
Subject to the terms of the 2007 Performance Plan and the 2013
LTIP, the Restrictions shall lapse and be of no further force or effect with respect to one-
third of the Shares of Restricted Stock
on each of the following dates: (A) February 1, 2014 (“ First RS Installment ”), (B) February 1, 2015 (“
Second RS
Installment ”) and (C) February 1, 2016 (“ Third RS Installment ”).
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(v) Lapse of Restrictions/Forfeiture upon Termination of Employment .
The Restricted Stock and the Restrictions set
forth in this Section 4(a) are subject to the following terms and conditions:
(A) Without Cause or For Good Reason.
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), with respect to
any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall immediately lapse on the Pro Rata
RS Portion as of the date of such Termination of Employment. Upon a Participant's Termination of Employment by the
Company without Cause or by the Participant for Good Reason, any Restricted Stock that remains subject to the
Restrictions, other than the Pro Rata RS Portion, shall be immediately forfeited.
“ Pro Rata RS Portion ”
means, with respect to any portion of Restricted Stock that is subject to the
Restrictions at the time of a Participant's Termination of
______________________________
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The number of Shares subject to each RS Installment will be equal to the total number of Shares subject to the Restricted Stock Award divided by three; provided
,
that if this formula results in any fractional Share allocation to any RS Installment, the number of Shares with respect to which the Restrictions lapse under the First
RS Installment and, if necessary, the Second RS Installment, will be increased so that only full Shares are covered by each RS Installment. For example, if a
Restricted Stock Award covers 1,000 Shares, the Restrictions will lapse with respect to 334 Shares under the First RS Installment and 333 Shares under each of the
Second and Third RS Installments.
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