Delta Airlines 2012 Annual Report Download - page 385

The Company's Return on Invested Capital performance will be measured each calendar year during the Performance
Period (each calendar year increment is referred to herein as an “ ROIC Installment ”)
and to the extent that the
Company's actual performance results meet or exceed Threshold level at the end of each calendar year during the
Performance Period, each such ROIC Installment will be treated as an “ Earned Award .”
A Participant's Earned
Award(s), if any, will accumulate until the end of the Performance Period at which time all Earned Awards will vest.
Any ROIC Installment that does not vest at the end of the Performance Period will immediately lapse and become void.
Payouts based on the above performance measures will be straight-
line interpolated when actual performance results
fall above Threshold and below Target or above Target and below Maximum.
(vi) Timing of Payment .
The payout, if any, of any Performance Award that vests under Section 4(b)(v) will be
made as soon after the end of the Performance Period as the payment amount can be finally determined, but in no event later
than March 15, 2016, unless it is administratively impracticable to do so, and such impracticability was not foreseeable at the
end of 2015, in which case such payment shall be made as soon as administratively practicable after March 15, 2016.
(vii) Accelerated Vesting/Forfeiture upon Termination of Employment-Excluding Return on Invested Capital) .
The
portion of the Performance Awards attributable to Average Annual Operating Income Margin and Customer Service
Performance is 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), the portion of
the Participant's target Performance Award attributable to Average Annual Operating Income Margin and Customer
Service Performance will be recalculated and will be the result of the following formula (the “
Adjusted Performance
Award ”): S × (T ÷ 36) where,
S = the portion of the Participant's target Performance Award attributable to Average Annual Operating Income
Margin and Customer Service Performance as of the Grant Date; and
T = the number of calendar months from January 1, 2013 to the date of such Termination of Employment
(rounded up for any partial month).
Thereafter, the Participant will be eligible to receive a payment, if any, in cash based on the Adjusted Performance
Award which will vest and become payable under Section 4(b)(v) in the same manner and to the same extent as if the
Participant's employment had continued.
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