Delta Airlines 2012 Annual Report Download - page 411

Invested Capital for Delta, the Committee shall make such adjustments with respect to any subject company
as is necessary to ensure the results are comparable, including, without limitation, differences in accounting
policies (for example, fuel hedging, purchase accounting adjustments associated with mergers, acquisitions or
divestures, or fresh start accounting as a result of emergence from bankruptcy). Without limiting the
generality of the forgoing, the Committee shall (i) make such determinations based on financial data filed by
the subject company with the U.S. Department of Transportation or otherwise and (ii) exclude from any
calculation any item of gain, loss, or expense to be extraordinary or unusual in nature or infrequent in
occurrence.
(C) Impact of Certain Events.
A company shall be automatically removed from the Industry
Composite Group in the event that any of the following occur during or with respect to the Performance
Period: (i) such company ceases to maintain or does not timely prepare publicly available statements of
operations prepared in accordance with GAAP; (ii) such company is not the surviving entity in any merger,
consolidation, or other non-
bankruptcy reorganization (or survives only as a subsidiary of an entity other than
a previously wholly owned subsidiary of such company); (iii) such company sells, leases, or exchanges all or
substantially all of its assets to any other person or entity (other than a previously wholly owned subsidiary of
such company); (iv) such company is dissolved and liquidated; or (v) more than 20% of such company's
revenues (determined on a consolidated basis based on the regularly prepared and publicly available
statements of operations of such company prepared in accordance with GAAP) for any fiscal year of such
company are attributable to the operation of businesses other than such company's airline business and such
company does not provide publicly available statements of operations with respect to its airline business that
are separate from the statements of operations provided with respect to its other businesses.
(D) Transactions Between Airlines.
To the extent reasonably practicable, in the event of a merger,
consolidation, or similar transaction during the Performance Period between Delta and any other airline,
including a member of the Industry Composite Group, or between any member of the Industry Composite
Group and any other airline, including another member of the Industry Composite Group (an “
Airline
Merger ”),
Average Annual Operating Income Margin for any such company involved in an Airline Merger
will be calculated on a combined basis as if the Airline Merger had occurred on January 1, 2013, removing
the effects of purchase accounting-related adjustments.
(E) Vesting/Performance Measures-Excluding Return on Invested Capital.
The payment, if any, a
Participant will receive in connection with the vesting of the portion of the Performance Award attributable to
Average Annual Operating Income Margin and Customer Service Performance will be based on the
following:
6