Delta Airlines 2012 Annual Report Download - page 391

Affiliate) on or after a Change in Control, but prior to the second anniversary of such Change in Control, any unvested portion
of the RSUs will immediately vest as of the date of such Termination of Employment.
(d) Stock Option
(i) Award Grant . A Participant may receive a Non-Qualified Stock Option covering the number of Shares as
specified in the Participant's Award Agreement (the “ Option ”).
(ii) Grant Date .
The Grant Date of the Option will be determined by the Committee in accordance with the
Company's Equity Award Grant Policy, as in effect from time to time, and set forth in a Participant's Award Agreement.
(iii) Exercise Price
. The exercise price of the Option is the closing price of a Share on the New York Stock
Exchange on the Grant Date.
(iv) Exercise Period/Performance Measures .
Subject to the terms of the 2007 Performance Plan and the 2013 LTIP,
an Option shall vest and become exercisable upon the achievement of either of the following two performance measures in the
proportion and on the dates set forth below:
(A) If there is a payout under the Company's broad-based employee profit sharing program (the “
Profit
Sharing Program ”) for 2013, the Option shall vest and become exercisable with respect to one-
third of the Shares on
each of the following dates: (1) February 1, 2014, (2) February 1, 2015 and (3) February 1, 2016; or
(B) If there is no payout under the Profit Sharing Program for 2013, but there is a payout under the Profit
Sharing Program for 2014, the Option shall vest and become exercisable with respect to (1) two-
thirds of the Shares on
February 1, 2015 and (2) the remaining one-third of the Shares on February 1, 2016.
In the event there is no Profit Sharing Program payout for either 2013 or 2014, the Option shall be immediately forfeited
(regardless of whether there is a Profit Sharing Program payout for 2015).
(v) Change in Exercisability and Exercise Period upon Termination of Employment . The exercisability of the
Option and the exercise period set forth in Section 4(d)(iv) is subject to the terms and conditions specified in the Participant's
Award Agreement.
5. Potential Reduction in Payments Due to Excise Tax.
In the event that a Participant becomes entitled to benefits under the 2013
LTIP, then such benefits, together with any payment or consideration in the nature of value or compensation to or for the Participant's
benefit under any other agreement with or plan of Delta, shall be subject to reduction as set forth in Section 4(e) of the 2009 Delta Air
Lines, Inc. Officer and Director Severance Plan, which relates to the excise tax under Section 4999 of the Code.
6. Definitions.
For purposes of the 2013 LTIP, the following definitions are hereby modified as set forth below and will apply in
lieu of the definitions set forth in the 2007 Performance Plan or as modified, as applicable.
(a) For purposes of the 2013 LTIP, “ Good Reason”
shall have the meaning set forth in the 2007 Performance Plan except
the following will be ignored for purposes of determining whether a
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