Delta Airlines 2012 Annual Report Download - page 388

(2) with respect to the ROIC Installment outstanding in the year of the Participant's Termination of
Employment, the Participant's ROIC Installment for such year will be recalculated in accordance with the
formula set forth in Section 4(b)(viii)(A) above.
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 reason of Retirement, 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.
(D) Death or Disability.
Upon a Participant's Termination of Employment due to death or Disability, the
Participant will be eligible to receive:
(1) payment of any Earned Awards, which Earned Awards will immediately become vested and such
amount will be paid in cash as soon as practicable thereafter to the Participant or the Participant's estate, as
applicable; and
(2) with respect to any remaining ROIC Installment(s) outstanding as of the date of the Participant's
Termination of Employment, the Participant's ROIC Installment(s) 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 Return on Invested Capital,
including any Earned Awards, 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.
(ix) Change in Control .
Notwithstanding the forgoing and subject to Section 5 below, 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) on or after a Change in Control but prior to the second anniversary of such Change in
13