Delta Airlines 2012 Annual Report Download - page 414

Customer Service Performance will be recalculated and will be the result of the following formula (the “
Adjusted Performance Award ”): S × (T ÷ 24) where,
S = the portion of the Participant's target Performance Award attributable to Average Annual
Operating Income Margin and Customer Service Performance as of the Grant Date; and
T = the number of calendar months from January 1, 2013 to the date of such Termination of
Employment (rounded up for any partial month).
Thereafter, the Participant will be eligible to receive a payment, if any, in cash based on the Adjusted
Performance Award which will vest and become payable under Section 4(b)(v) in the same manner and to the
same extent as if the Participant's employment had continued.
(B) Voluntary Resignation.
Upon a Participant's Termination of Employment by reason of a
voluntary resignation (other than for Good Reason or Retirement) prior to the end of the workday on
December 31, 2014, the Participant will immediately forfeit any unpaid portion of the Performance Award
attributable to Average Annual Operating Income Margin and Customer Service Performance as of the date
of such Termination of Employment. In the event a Participant incurs a Termination of Employment by
reason of a voluntary resignation (other than for Good Reason or Retirement) on or after January 1, 2015, the
Participant will remain eligible for any unpaid Performance Award attributable to Average Annual Operating
Income Margin and Customer Service Performance, which award will vest and become payable under
Section 4(b)(v) in the same manner and to the same extent as if the Participant's employment had continued.
(C) Retirement.
Subject to Section 4(b)(vii)(F) below, upon a Participant's Termination of
Employment due to Retirement, the portion of the Participant's target Performance Award attributable to
Average Annual Operating Income Margin and Customer Service Performance will be recalculated in
accordance with the formula set forth in Section 4(b)(vii)(A) above. Thereafter, the Participant will be
eligible to receive a payment, if any, in cash based on the Adjusted Performance Award which will vest and
become payable under Section 4(b)(v) in the same manner and to the same extent as if the Participant's
employment had continued.
(D) Death or Disability.
Upon a Participant's Termination of Employment due to death or
Disability, the portion of the Participant's Performance Award attributable to Average Annual Operating
Income Margin and Customer Service Performance will immediately become vested at the target level and
such amount will be paid in cash as soon as practicable thereafter to the Participant or the Participant's estate,
as applicable.
(E) For Cause.
Upon a Participant's Termination of Employment by the Company for Cause, the
Participant will immediately forfeit any unpaid portion of the Performance Award attributable to the Average
Annual Operating Income Margin and Customer Service Performance measures as of the date of such
Termination of Employment.
(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
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