Delta Airlines 2012 Annual Report Download - page 389

Control, the Participant's outstanding Performance Award shall immediately become vested at the target level (or, with respect
to any Earned Award, at the level at which it was earned) and such amount will be paid in cash to the Participant as soon as
practicable. With respect to any Participant who incurs a Termination of Employment by the Company without Cause or who
resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period,
such Participant's Adjusted Performance Award, Adjusted ROIC Installment and Earned Awards, if any, will immediately
become vested and be paid in cash to the Participant as soon as practicable.
(c) Restricted Stock Units
(i) Award Grant .
A Participant may receive Restricted Stock Units as specified in the Participant's Award
Agreement (the “ RSU ”).
(ii) Grant Date .
The Grant Date of the RSUs will be determined in accordance with the Company's Equity Award
Grant Policy, as in effect from time to time, and set forth in the Participant's Award Agreement.
(iii) Risk of Forfeiture .
Until an RSU becomes vested, a Participant will not be permitted to sell, exchange, assign,
transfer, pledge or otherwise dispose of the RSU and the RSU will be subject to forfeiture as set forth below.
(iv) Vesting .
Subject to the terms of 2007 Performance Plan and the 2013 LTIP, the RSUs will vest with respect to
one-third of the RSUs on each of the following dates: (A) February 1, 2014 (“ First RSU Installment ”), (
B) February 1, 2015
(“ Second RSU Installment ”) and (C) February 1, 2015 (“ Third RSU Installment ”).
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As soon as practicable after any RSUs become vested, the Company shall pay to Participant in cash a lump sum
amount equal to the number of RSUs vesting multiplied by the closing price of a Share of Common Stock on the NYSE on the
vesting date or, if the Common Stock was not traded on the NYSE on the vesting date, the last date prior to the vesting date that
the Common Stock was traded on the NYSE.
(v) Accelerated Vesting; Forfeiture .
The RSUs and the vesting provisions set forth in this Section 4(c) are 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), a number of
RSUs equal to the Pro Rata RSU Portion will become immediately vested as of the date of such termination. Upon a
Participant's Termination of Employment by the Company without Cause or by the Participant for Good Reason, any
unvested RSUs, other than the Pro Rata RSU Portion, shall be immediately forfeited.
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The number of RSUs subject to each RSU Installment will be equal to the total number of RSUs divided by three; provided , that if this formula results in any
fractional RSU allocation to any RSU Installment, the number of RSUs in the First RSU Installment and, if necessary, the Second RSU Installment, will be increased
so that only full RSUs are covered by each RSU Installment. For example, if an RSU Award covers 1,000 RSUs, the RSU will vest with respect to 334 RSUs under
the First RSU Installment and 333 RSUs under each of the Second and Third RSU Installments..
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