Delta Airlines 2012 Annual Report Download - page 378

Employment, the number of Shares with respect to which the Restrictions would have lapsed on each future RS
Installment multiplied by a fraction (i) the numerator of which is the number of calendar months
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from the Grant Date
to the date of such Termination of Employment, rounded up for any partial month and (ii) the denominator of which is
twelve (12) for the First RS Installment, twenty-four (24) for the Second RS Installment and thirty-
six (36) for the
Third RS Installment.
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(B) Voluntary Resignation.
Upon a Participant's Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement), any portion of the Restricted Stock subject to the Restrictions
shall be immediately forfeited.
(C) Retirement.
Subject to Section 4(a)(v)(F) below, upon a Participant's Termination of Employment by
reason of Retirement, 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. Pro Rata RS
Portion has the meaning set forth in Section 4(a)(v)(A) above. Upon a Participant's Termination of Employment by
reason of Retirement, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion,
shall be immediately forfeited.
(D) Death or Disability.
Upon a Participant's Termination of Employment due to death or Disability, the
Restrictions shall immediately lapse and be of no further force or effect as of the date of such Termination of
Employment.
(E) For Cause.
Upon a Participant's Termination of Employment by the Company for Cause, any portion of
the Restricted Stock subject to the Restrictions shall be immediately forfeited.
(F) Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons.
If a
Participant who is eligible for Retirement is, or would be, terminated by the Company without Cause, such Participant
shall be considered to have been terminated by the Company without Cause for purposes of the 2013 LTIP rather than
having retired, but only if the Participant acknowledges that, absent Retirement, the Participant would have been
terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for Retirement
is terminated by the Company for Cause, then regardless of whether the Participant is considered as a retiree for
purposes of any other program, plan or policy of the Company, for purposes of the 2013 LTIP, the Participant's
employment shall be considered to have been terminated by the Company for Cause.
(vi) Change in Control .
Notwithstanding the forgoing and subject to Section 5 below, 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
_______________________________
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For purposes of the 2013 LTIP, 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, 2013 will elapse as of February 28, 2013, two months will elapse on March 31, 2013, and so on.
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If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share.
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