Delta Airlines 2012 Annual Report Download - page 400

(E) For purposes of the MIP, “ Retirement ”
means a Termination of Employment (other than for
Cause or death) either: (1) on or after a Participant's 62
nd
birthday provided that such Participant has
completed at least 5 years service since his or her most recent hire date with the Company (or an Affiliate or
former Affiliate) or (2) on or after a Participant's 52
nd
birthday provided that such Participant has completed
at least 10 years service since his or her most recent hire date with the Company (or an Affiliate or former
Affiliate).
(iii) Dividends
. In the event a cash dividend shall be paid in respect of Shares at a time the Restrictions on
the MIP Restricted Stock have not lapsed, the Participant shall be eligible to receive the dividend upon the lapse of
the Restrictions. The Restrictions shall apply to any such dividend.
(iv) 2007 Plan; Written Notice
. The MIP Restricted Stock will otherwise be subject to the terms of the
2007 Plan. In the event any Executive Officer Participant's MIP Award is converted to MIP Restricted Stock, such
Participant will receive a written notice of such conversion with the details thereof as soon as practicable after the
MIP Payment Date.
8. Change in Employment Status.
(a) Termination of Employment .
(i) A Termination Event in 2013--General.
Except as expressly set forth in this Section 8, in the event a
Participant's employment with Delta terminates for any reason prior to the end of the workday on December 31,
2013, such Participant will be ineligible for any award under the MIP. In other words, if a Participant is employed
according to Company records through the end of the workday on December 31, 2013, the Participant will be
eligible for any award earned under the MIP for 2013, including, if applicable, MIP Restricted Stock.
(ii) Termination on or after January 1, 2014.
Subject to Section 7(b) above, a Participant who incurs a
Termination of Employment for any reason other than for Cause on or after January 1, 2014 will remain eligible for
any unpaid MIP Award, which award will be paid according to the terms of Section 7(a) above. A Participant who is
terminated by the Company for Cause on or after January 1, 2014 will forfeit any unpaid MIP Award.
(iii) Pro Rata MIP Payment.
(A) Disability or Retirement .
This Section 8(a)(iii)(A) applies to any Participant who incurs a
Termination of Employment prior to January 1, 2014 due to the Participant's Disability or Retirement (as
such term is defined in Section 7(b)(ii)(D)). Subject to the Participant's execution of a waiver and release of
claims in a form and manner satisfactory to the Company, such Participant will be eligible to receive a MIP
Award based on an adjusted annual base salary amount, but otherwise in the same manner, to the same extent
and at the same time as the Participant would have received such MIP Award if such Participant's
employment had continued through December 31, 2013 ( i.e.
, based on achievement of applicable
performance measures). The most recent LPM prior to the Termination of Employment will generally apply
to the Individual Performance measure, if any, applicable to the Participant. The Participant's Annual Base
Salary will be the result of the following formula: X × Y/12, where:
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