Delta Airlines 2012 Annual Report Download - page 401

X = the Participant's annual base salary as in effect as of the date of Termination of Employment; and
Y = the number of calendar months the Participant was actively employed by Delta during 2013 in a
MIP-eligible position, rounded up for any partial month.
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(B) Termination of Employment Without Cause or Resulting in Benefits under the Severance Plan
.
This Section 8(a)(iii)(B) applies to any Participant who incurs a Termination of Employment prior to January
1, 2014 due to either (1) a Termination of Employment by the Company without Cause, or (2) for any other
reason that entitles such Participant to benefits under the Delta Air Lines, Inc. 2009 Officer and Director
Severance Plan (the “ Severance Plan ”).
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 Participant's Annual Base Salary will be determined in accordance with the
formula set forth in Section 8(a)(iii)(A) above.
(C) Death
. This Section 8(a)(iii)(C) applies to any Participant who incurs a Termination of
Employment prior to January 1, 2014 due to the Participant's death. The Participant's estate will be eligible to
receive a Pro Rata MIP Payment made in cash as soon as practicable after a Participant's Termination of
Employment, but in no event later than 2½ months following the end of the year in which the Termination of
Employment occurs. “ Pro Rata MIP Payment”
means the result of the following formula: W × Z/12,
where:
W = the Participant's Target MIP Award; and
Z = the number of calendar
months the Participant was actively employed by Delta during
2013 in a MIP-eligible position, rounded up for any partial month.
(b) Other Changes in Employment Status .
The terms of this Section 8(b) shall apply to circumstances involving
new hires, promotions, demotions, transfers or leaves of absence during 2013. After a Participant's Target MIP Award is
determined under this Section 8(b), the appropriate weighting of performance measures will apply to each portion of such
Target MIP Award as set forth in Section 5 above. For partial calendar months, the change in employment status will be
considered effective as of the 1
st
day of the month in which there is a change in status; provided, however
, in the event that
a Participant was (i) on a Disability leave of absence for a period of less than one calendar month during 2013 and (ii)
actively at work for at least one full day during such calendar month, the Participant will be deemed to have been employed
in a MIP-
eligible position for the entire calendar month. The end of year LPM will apply to any Individual Performance
measure applicable to the Participant unless the Participant is no longer subject to the LPM process after the change in
employment status, in which case the most recent LPM will apply. Any MIP Awards payable under this Section 8(b) will be
paid at the same time and in the same manner as such awards are paid to active Participants, subject to Section 7(b) above.
_____________________________
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For purposes of the MIP, 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, and so on.
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