Delta Airlines 2012 Annual Report Download - page 399

(i) Payment in Restricted Stock . If there is no payout under the Profit Sharing Program for 2013, any payout under the
MIP to an Executive Officer Participant will be made in shares of Restricted Stock rather than in cash, with the number of
shares of Restricted Stock being equal to the result of the following formula (“ MIP Restricted Stock ”): A ÷ B, where
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:
A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made
in cash; and
B = the closing price of a Share on the New York Stock Exchange on the later of (1) the date that the
Committee approves the payouts, if any, to the Executive Officer Participants under the MIP following the
Committee's certification of the achievement of the required performance measures as described in Section 7
(a) and (2) the third business day following the date on which the Company publicly announces its annual
financial results if this date is scheduled in the same month that the Committee approves such payouts, if any.
(ii) Lapsing of Restrictions; Forfeiture . Until the restrictions imposed by this Section 7(b)(ii) (the “
Restrictions ”)
have lapsed pursuant to the terms below, an Executive Officer Participant will not be permitted to
sell, exchange, assign, transfer, pledge or otherwise dispose of the MIP Restricted Stock and the MIP Restricted
Stock will be subject to forfeiture as set forth below.
(A) The Restrictions shall lapse and be of no further force or effect on the earlier of the date (1)
there is a payout under the Profit Sharing Program unless, prior to such payout, the Executive Officer
Participant incurs a Disqualifying Termination of Employment or (2) an Executive Officer Participant incurs
a Qualifying Termination of Employment. The MIP Restricted Stock will be immediately forfeited if, prior to
the lapsing of the Restrictions, the Executive Officer Participant incurs a Disqualifying Termination of
Employment.
(B) “ Disqualifying Termination of Employment ”
means an Executive Officer Participant's
Termination of Employment by the Company for Cause.
(C) “ Qualifying Termination of Employment ” means
an Executive Officer Participant's
Termination of Employment (1) by the Company without Cause or (2) due to death or Disability.
(D) For purposes of this Section 7(b)(ii), if an Executive Officer Participant incurs a Termination of
Employment by reason of (1) a voluntary resignation (including the Termination of Employment by the
Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such
Affiliate) or (2) Retirement, the Restrictions shall lapse and be of no further force or effect on the date there
is a payout under the Profit Sharing Program as if such Executive Officer Participant's employment had
continued through such date.
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If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the next highest ten shares.
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