Delta Airlines 2012 Annual Report Download - page 379

he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) on or after a Change
in Control but prior to the second anniversary of such Change in Control, any Restrictions in effect shall immediately lapse on
the date of such Termination of Employment and be of no further force or effect as of such date.
(vii) Dividends .
In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions on the
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.
(b) Performance Awards.
(i) Award Grant .
A Participant may receive a Performance Award for a specified target cash amount as set forth in
the Participant's Award Agreement (a “ Performance Award ”).
(ii) Grant Date .
The Grant Date of the Performance Award will be determined by the Committee and set forth in the
Participant's Award Agreement.
(iii) Payout Criteria and Form of Payment
. Except as otherwise expressly set forth in this Section 4(b), payment, if
any, of a Performance Award will be based on the following factors as described and defined below: (A) the Average Annual
Operating Income Margin during the Performance Period of the Company relative to the Composite Performance of the
members of the Industry Composite Group; (B) Customer Service Performance during the Performance Period of the
Company; and (C) Return on Invested Capital for each calendar year during the Performance Period of the Company.
The payout, if any, of a Performance Award will be made (A) in Shares, calculated based on the Conversion Formula (as
defined below), to each Participant who is employed by the Company as an executive vice president or more senior officer or
holds the position of general counsel or chief financial officer of the Company (“ Executive Officer Participant ”)
at the time
of such payout and (B) in cash in all other circumstances.
(iv) Definitions .
(A) In General .
A = the amount of the payout for the Performance Award if it is paid in cash; and
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(1) “ Composite Performance ”
means, for purposes of determining the total Average Annual Operating
Income Margin of the Industry Composite Group, the result obtained by treating the members of the
Industry Composite Group as if they were one combined entity.
(2) The “ Conversion Formula ”
will apply to convert from cash to Shares the payout, if any, of a
Performance Award to a person who is an Executive Officer Participant at the time of such payout.
First, the cash amount of the payout is calculated in the same manner as if the payout is being made in
cash. Next, the cash amount is converted into a number of Shares based on the following formula: A ÷
B, where: