Delta Airlines 2012 Annual Report Download - page 407

4. Awards.
(a) Restricted Stock.
(i) Award Grant .
A Participant may receive Restricted Stock as specified in the Participant's Award
Agreement (the “ Restricted Stock ”).
(ii) Grant Date .
The Grant Date of the Restricted Stock will be determined by the Committee and set forth
in a Participant's Award Agreement.
(iii) Restrictions . Until the restrictions imposed by this Section 4(a) (the “ Restrictions ”)
have lapsed
pursuant to Section 4(a)(iv), (v) or (vi) below, a Participant will not be permitted to sell, exchange, assign, transfer,
pledge or otherwise dispose of the Restricted Stock and the Restricted Stock will be subject to forfeiture as set forth
below.
(iv) Lapse of Restrictions-Continued Employment .
(A) In General .
Except as otherwise provided in Section 4(a)(iv)(B) below with respect to
Executive Officer Participants (as such term is defined therein) and subject to the terms of the 2007
Performance Plan and the TAP, the Restrictions shall lapse and be of no further force or effect with respect to
one-half of the Shares of Restricted Stock on February 1, 2014 (“ First RS Installment ”)
and the remaining
one-half on February 1, 2015 (“ Second RS Installment ”).
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(B) Executive Officer Participants
. Subject to the terms of the 2007 Performance Plan and the
TAP, with respect to each Participant who is employed by the Company as an executive vice president or
more senior officer or holds the position of general counsel or chief financial officer of the Company (an “
Executive Officer Participant ”)
on the Grant Date, the Restrictions shall lapse and be of no further force or
effect with respect to one hundred percent (100%) of the Shares of Restricted Stock on February 1, 2015.
(v) Lapse of Restrictions/Forfeiture upon Termination of Employment .
The Restricted Stock and the
Restrictions set forth in this Section 4(a) are subject to the following terms and conditions:
(A) Without Cause or For Good Reason.
Upon a Participant's Termination of Employment by the
Company without Cause or by the Participant for Good Reason (including the Termination of Employment of
the Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of
such Affiliate), with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions
shall immediately lapse on the Pro Rata RS Portion as of the date of such Termination of Employment. Upon
a Participant's Termination of Employment by the Company without Cause or by the Participant for Good
Reason, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion,
shall be immediately forfeited.
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If this formula results in any fractional Share allocation to any RS Installment, the number of Shares with respect to which the Restrictions lapse
under the First RS Installment will be rounded up, and the number of shares with respect to which the Restrictions lapse on the Second RS
Installment will be rounded down, to the nearest whole Share so that only full Shares are covered by each RS Installment.
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