Delta Airlines 2012 Annual Report Download - page 409

(vi) Change in Control .
Notwithstanding the forgoing and subject to Section 5 below, 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) on or after a Change in Control but prior to the second
anniversary of such Change in Control, any Restrictions in effect shall immediately lapse on the date of such
Termination of Employment and be of no further force or effect as of such date.
(vii) Dividends .
In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions
on the 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.
(b) Performance Awards.
(i) Award Grant .
A Participant may receive a Performance Award for a specified target cash amount as set
forth in the Participant's Award Agreement (a “ Performance Award ”).
(ii) Grant Date .
The Grant Date of the Performance Award will be determined by the Committee and set
forth in the Participant's Award Agreement.
(iii) Payout Criteria and Form of Payment
. Except as otherwise expressly set forth in this Section 4(b),
payment, if any, of a Performance Award will be based on the following factors as described and defined below: (A)
the Average Annual Operating Income Margin during the Performance Period of the Company relative to the
Composite Performance of the members of the Industry Composite Group; (B) Customer Service Performance
during the Performance Period of the Company; and (C) Return on Invested Capital for each calendar year during the
Performance Period of the Company.
The payout, if any, of a Performance Award will be made (A) in Shares, calculated based on the Conversion
Formula (as defined below), to each Participant who is an Executive Officer Participant at the time of such payout
and (B) in cash in all other circumstances.
(iv) Definitions .
(A) In General .
4
(1) “
Composite Performance
”
has the meaning given such term in the Delta Air Lines, Inc.
2013 Long-Term Incentive Program (the “ 2013 LTIP ”).
(2) “
Conversion Formula
”
has the meaning given such term in the 2013 LTIP.
(3) “ GAAP ”
means accounting principles generally accepted in the United States of America.
(4) “ Industry Composite Group ”
has the meaning given such term in the 2013 LTIP.
(5) “ Performance Period ”
means the period beginning on January 1, 2013 and ending on and
including December 31, 2014.