Delta Airlines 2012 Annual Report Download - page 408

“ Pro Rata RS Portion ”
means, with respect to any portion of Restricted Stock that is subject to the
Restrictions at the time of a Participant's Termination of Employment, the number of Shares with respect to
which the Restrictions would have lapsed on each future RS Installment multiplied by a fraction (i) the
numerator of which is the number of calendar months
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from the Grant Date to the date of such Termination
of Employment, rounded up for any partial month and (ii) the denominator of which is (1) for Participants
other than Executive Officer Participants, twelve (12) for the First RS Installment and twenty-
four (24) for
the Second RS Installment and (2) for Executive Officer Participants, twenty-four (24).
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(B) Voluntary Resignation.
Upon a Participant's Termination of Employment by reason of a
voluntary resignation (other than for Good Reason or Retirement), any portion of the Restricted Stock subject
to the Restrictions shall be immediately forfeited.
(C) Retirement.
Subject to Section 4(a)(v)(F) below, upon a Participant's Termination of
Employment by reason of Retirement, 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. Pro Rata RS Portion has the meaning set forth in Section 4(a)(v)(A) above.
Upon a Participant's Termination of Employment by reason of Retirement, any Restricted Stock that remains
subject to the Restrictions, other than the Pro Rata RS Portion, shall be immediately forfeited.
(D) Death or Disability.
Upon a Participant's Termination of Employment due to death or
Disability, the Restrictions shall immediately lapse and be of no further force or effect as of the date of such
Termination of Employment.
(E) For Cause.
Upon a Participant's Termination of Employment by the Company for Cause, any
portion of the Restricted Stock subject to the Restrictions shall be immediately forfeited.
(F) Retirement-
Eligible Participants Who Incur a Termination of Employment for Other Reasons.
If a Participant who is eligible for Retirement is, or would be, terminated by the Company without Cause,
such Participant shall be considered to have been terminated by the Company without Cause for purposes of
the TAP rather than having retired, but only if the Participant acknowledges that, absent Retirement, the
Participant would have been terminated by the Company without Cause. If, however, the employment of a
Participant who is eligible for Retirement is terminated by the Company for Cause, then regardless of
whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the
Company, for purposes of the TAP, the Participant's employment shall be considered to have been terminated
by the Company for Cause.
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For purposes of the TAP, 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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If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share.
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