Delta Airlines 2012 Annual Report Download - page 398

In determining the Total Operating Revenue for Delta and each member of the Industry Group, the Committee shall
make such adjustments with respect to any subject company as is necessary to ensure the results are comparable, including,
without limitation, differences in accounting policies (for example, non-
recurring adjustments to deferred revenue resulting
from (i) initial application of accounting policies; (ii) the application of accounting policies to materially modified contracts;
or (iii) significant accounting estimate changes associated with mergers, acquisitions, divestitures or fresh start accounting as
a result of emergence from bankruptcy). Without limiting the generality of the forgoing, the Committee shall (i) make such
determinations based on publicly audited financial statements filed by the subject company with the U.S. Securities and
Exchange Commission and (ii) exclude from any calculation any item of gain, loss or expense to be extraordinary or unusual
in nature or infrequent in occurrence.
“ TRASM ” means Total Operating Revenue divided by Available Seat Miles.
(d) Leadership Effectiveness Performance Measure
. The Leadership Effectiveness Performance measure
(applicable to Participants who are Vice Presidents or Senior Vice Presidents (other than any Executive Officer Participants)
for 2013 will be based on an evaluation of whether a Participant has demonstrated leadership attributes and results during
2013 including, among other things, supporting diversity, providing talent management, meeting financial budget,
improving employee engagement, and being a role model for the Rules of the Road. The performance ranges and award
payout levels will be determined by the Committee, subject to Section 4(c) above.
(e) Individual Performance Measure.
The Individual Performance measure (applicable to Participants who are not
officers) is generally determined by each Participant's Leader Performance Management evaluation (“ LPM ”)
at the end of
2013. The performance ranges and award payout levels will be determined by the Committee, subject to Section 4(c) above.
7. Timing of Award Payments.
(a) In General.
Subject to Sections 7(b) and 8(a) below, any payouts to a Participant under the MIP for 2013 will
be made in cash, as soon as practicable after (i) the Committee certifies the achievement of the required Financial
Performance, Operational Performance and Revenue Performance results and (ii) where applicable, Leadership
Effectiveness Performance results have been determined and an LPM evaluation has been completed, but in no event later
than March 15, 2014, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at the
end of 2013, in which case such payment shall be made as soon as administratively practicable after March 15, 2014.
Further, unless a payout for 2013 under the Profit Sharing Program occurs after March 15, 2014, any payout under the 2013
MIP will not be made prior to a payout for 2013 under the Profit Sharing Program; provided, however
, if it is determined
there will be no payout for 2013 under the Profit Sharing Program, any MIP Awards that are payable based on Operational
Performance, Revenue Performance, Leadership Effectiveness Performance or Individual Performance will be paid as soon
as practicable thereafter, but in no event later than March 15, 2014, unless it is administratively impracticable to do so, and
such impracticability was unforeseeable at the end of 2013, in which case such payment shall be made as soon as
administratively practicable after March 15, 2014.
(b) Executive Officer Participants.
Payouts under the MIP to Participants who, as of December 31, 2013, are
Executive Officer Participants (as such term is defined in Section 4(a) above) will be subject to the following terms and
conditions:
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