Delta Airlines 2012 Annual Report Download - page 390

“ Pro Rata RSU Portion ”
means, with respect to any RSU Installment that is not vested at the time of a
Participant's Termination of Employment, the number of RSUs covered by such RSU Installment multiplied by a
fraction (i) the numerator of which is the number of calendar months
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from the Grant Date to the date of such
Termination of Employment, rounded up for any partial month and (ii) the denominator of which is twelve (12) for the
First RSU Installment, twenty-four (24) for the Second RSU Installment and thirty-
six (36) for the Third RSU
Installment.
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(B) Voluntary Resignation.
Upon a Participant's Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement), any unvested portion of the RSUs shall be immediately
forfeited.
(C) Retirement.
Subject to Section (4)(c)(v)(F) below, upon a Participant's Termination of Employment by
reason of Retirement, with respect to any RSU Installment that is not then vested, a number of RSUs equal to the Pro
Rata RSU Portion will become immediately vested as of the date of such Termination of Employment. Pro Rata RSU
Portion has the meaning set forth in Section 4(c)(v)(A) above. Upon a Participant's Termination of Employment by
reason of Retirement, any unvested RSUs, other than the Pro Rata RSU Portion, shall be immediately forfeited.
(D) Death or Disability.
Upon a Participant's Termination of Employment due to death or Disability, all
unvested RSUs will immediately vest as of the date of such Termination of Employment.
(E) For Cause.
Upon a Participant's Termination of Employment by the Company for Cause, any unvested
portion of the RSUs shall be immediately forfeited.
(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 this Agreement 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 a retiree for purposes
of any other program, plan or policy of the Company, for purposes of this Agreement, the Participant's employment
shall be considered to have been terminated by the Company for Cause.
(vi) Change in Control .
Notwithstanding the foregoing 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
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For purposes of this Agreement, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the following
month. For example, one calendar month from January 31, 2013 will elapse as of February 28, 2013, two months will elapse on March 31, 2013, as so on.
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If this formula results in any fractional RSUs, the Pro Rata RSU Portion will be rounded up to the nearest whole RSU.
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