Delta Airlines 2012 Annual Report Download - page 415

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.
(viii) Accelerated Vesting/Forfeiture upon Termination of Employment-Return on Invested Capital .
The
portion of the Performance Awards attributable to Return on Invested Capital is 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 Participant will be eligible to receive:
(1) payment of any Earned Award in cash, which Earned 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; and
(2) with respect to the ROIC Installment outstanding in the calendar year of the Participant's
Termination of Employment, if any, the Participant's ROIC Installment for such year will be
recalculated and will be the result of the following formula (the “ Adjusted ROIC Installment ”):
U
x (V ÷ 12) where,
U = the Participant's target Performance Award with respect to the applicable ROIC
Installment, as of the Grant Date; and
V = the number of calendar months from January 1 of the calendar year in which the
Termination of Employment occurred 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, based on the Adjusted ROIC
Installment 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.
Upon a participant's Termination of Employment by the Company without Cause or by the Participant for
Good Reason, any ROIC Installment outstanding in the calendar year following the year in which the
Participant's Termination of Employment occurred shall be immediately forfeited as of the date of such
Termination of Employment.
(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 Return on Invested Capital, including any Earned Awards, 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
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