Delta Airlines 2012 Annual Report Download - page 387

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 Participant will be eligible to receive:
(1) payment of any Earned Awards in cash, which Earned Awards 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; and
(2) with respect to the ROIC Installment outstanding in the calendar year of the Participant's
Termination of Employment, the Participant's ROIC Installment for such year will be recalculated and will be
the result of the following formula (the “ Adjusted ROIC Installment ”): U x (V ÷ 12) where,
U = the Participant's target Performance Award with respect to the applicable ROIC Installment, as of
the Grant Date; and
V = the number of calendar months from January 1 of the calendar year in which the Termination of
Employment occurred 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, based on the Adjusted ROIC Installment 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.
Upon a participant's Termination of Employment by the Company without Cause or by the Participant for Good
Reason, any ROIC Installment(s) outstanding in the calendar year(s) following the year in which the Participant's
Termination of Employment occurred shall be immediately forfeited as of the date of such Termination of
Employment.
(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 Return on Invested
Capital, including any Earned Awards, 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
Return on Invested Capital, including any Earned Awards, 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)(viii)(F) below, upon a Participant's Termination of Employment due
to Retirement, the Participant will be eligible to receive:
(1) payment of any Earned Awards in cash, which Earned Awards 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; and
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