Delta Airlines 2012 Annual Report Download - page 383

Performance Award shall vest, as described in this Section 4(b)(v), as of the end of the Performance Period to the
extent that the Company's actual performance results meet or exceed Threshold level with respect to Average Annual
Operating Income Margin, Customer Service Performance and/or Return on Invested Capital, as applicable and as
described below. For purposes of Average Annual Operating Income Margin, the Company's performance is compared
against the Composite Performance of the Industry Composite Group.
(B) Committee's Authority.
In determining the Average Annual Operating Income Margin for Delta and each
member of the Industry Composite Group and the Return on Invested Capital for Delta, the Committee shall make such
adjustments with respect to any subject company as is necessary to ensure the results are comparable, including,
without limitation, differences in accounting policies, practices, guidelines, reclassifications or restatements (for
example, fuel hedging, purchase accounting adjustments associated with mergers, acquisitions or divestures, or fresh
start accounting as a result of emergence from bankruptcy). Without limiting the generality of the forgoing, the
Committee shall (i) make such determinations based on financial data filed by the subject company with the U.S.
Department of Transportation or otherwise and (ii) exclude from any calculation any item of gain, loss, or expense to
be extraordinary or unusual in nature or infrequent in occurrence.
(C) Impact of Certain Events.
A company shall be automatically removed from the Industry Composite
Group in the event that any of the following occur during or with respect to the Performance Period: (i) such company
ceases to maintain or does not timely prepare publicly available statements of operations prepared in accordance with
GAAP; (ii) such company is not the surviving entity in any merger, consolidation, or other non-
bankruptcy
reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned subsidiary of such
company); (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity
(other than a previously wholly owned subsidiary of such company); (iv) such company is dissolved and liquidated; or
(v) more than 20% of such company's revenues (determined on a consolidated basis based on the regularly prepared
and publicly available statements of operations of such company prepared in accordance with GAAP) for any fiscal
year of such company are attributable to the operation of businesses other than such company's airline business and
such company does not provide publicly available statements of operations with respect to its airline business that are
separate from the statements of operations provided with respect to its other businesses.
(D) Transactions Between Airlines.
To the extent reasonably practicable, in the event of a merger,
consolidation, or similar transaction during the Performance Period between Delta and any other airline, including a
member of the Industry Composite Group, or between any member of the Industry Composite Group and any other
airline, including another member of the Industry Composite Group (an “ Airline Merger ”),
Average Annual
Operating Income Margin for any such company involved in an Airline Merger will be calculated on a combined basis
as if the Airline Merger had occurred on January 1, 2013, removing the effects of purchase accounting-
related
adjustments. Furthermore, to the extent reasonably practicable, in the event of an acquisition or divestiture, or similar
transaction during the Performance Period between Delta and any regional carrier or between any member of the
Industry Composite Group and any regional carrier (a “ Regional Carrier Transaction ”),
Average Annual Operating
Income Margin and, as applicable, Return on Invested Capital for any such company involved in
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