Delta Airlines 2012 Annual Report Download - page 413

The Company's Return on Invested Capital performance will be measured each calendar year during the
Performance Period (each calendar year increment is referred to herein as an “ ROIC Installment ”)
and to
the extent that the Company's actual performance results meet or exceed Threshold level at the end of each
calendar year during the Performance Period, each such ROIC Installment will be treated as an “
Earned
Award .”
A Participant's Earned Award(s), if any, will accumulate until the end of the Performance Period at
which time all Earned Awards will vest.
Any ROIC Installment that does not vest at the end of the Performance Period will immediately lapse and
become void. Payouts based on the above performance measures will be straight-
line interpolated when
actual performance results fall above Threshold and below Target or above Target and below Maximum.
(vi) Timing of Payment .
The payout, if any, of any Performance Award that vests under Section 4(b)(v)
will be made as soon after the end of the Performance Period as the payment amount can be finally determined, but
in no event later than March 15, 2015, unless it is administratively impracticable to do so, and such impracticability
was not foreseeable at the end of 2014, in which case such payment shall be made as soon as administratively
practicable after March 15, 2015.
(vii) Accelerated Vesting/Forfeiture upon Termination of Employment-
Excluding Return on Invested
Capital) .
The portion of the Performance Awards attributable to Average Annual Operating Income Margin and
Customer Service Performance 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), the portion of the Participant's target Performance Award attributable to Average Annual
Operating Income Margin and
8
Return on Invested Capital
2013 +
Return on Invested Capital
2014
Performance Measure
% of Target
Earned x
Weight
Performance
Measure
% of Target
Earned x
Weight
Maximum 12.0% or higher
200%
x 12.5%
Maximum 12.0% or higher
200%
x 12.5%
Target 10.0%
100%
x 12.5%
Target 10.0%
100%
x 12.5%
Threshold 8.0%
50%
x 12.5%
Threshold 8.0%
50%
x 12.5%