Delta Airlines 2012 Annual Report Download - page 386

(B) Voluntary Resignation.
Upon a Participant's Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement) prior to the end of the workday on December 31, 2015, the
Participant will immediately forfeit any unpaid portion of the Performance Award attributable to Average Annual
Operating Income Margin and Customer Service Performance as of the date of such Termination of Employment. In
the event a Participant incurs a Termination of Employment by reason of a voluntary resignation (other than for Good
Reason or Retirement) on or after January 1, 2016, the Participant will remain eligible for any unpaid Performance
Award attributable to Average Annual Operating Income Margin and Customer Service Performance, which award 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.
(C) Retirement.
Subject to Section 4(b)(vii)(F) below, upon a Participant's Termination of Employment due
to Retirement, the portion of the Participant's target Performance Award attributable to Average Annual Operating
Income Margin and Customer Service Performance will be recalculated in accordance with the formula set forth in
Section 4(b)(vii)(A) above. 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.
(D) Death or Disability.
Upon a Participant's Termination of Employment due to death or Disability, the
portion of the Participant's Performance Award attributable to Average Annual Operating Income Margin and
Customer Service Performance will immediately become vested at the target level and such amount will be paid in cash
as soon as practicable thereafter to the Participant or the Participant's estate, as applicable.
(E) For Cause.
Upon a Participant's Termination of Employment by the Company for Cause, the Participant
will immediately forfeit any unpaid portion of the Performance Award attributable to Average Annual Operating
Income Margin and Customer Service Performance as of the date of such Termination of Employment.
(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.
(viii) Accelerated Vesting/Forfeiture upon Termination of Employment-Return on Invested Capital .
The portion of
the Performance Awards attributable to Return on Invested Capital is subject to the following terms and conditions.
(A) Without Cause or For Good Reason . Upon a Participant's Termination
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