Delta Airlines 2012 Annual Report Download - page 416

Reason or Retirement) on or after January 1, 2015, the Participant will remain eligible for any unpaid
Performance Award attributable to Return on Invested Capital, including any Earned Awards, 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)(viii)(F) below, upon a Participant's Termination of
Employment due to Retirement, 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 year of the Participant's
Termination of Employment, the Participant's ROIC Installment for such year will be recalculated in
accordance with the formula set forth in Section 4(b)(viii)(A) above.
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 reason of Retirement, 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.
(D) Death or Disability.
Upon a Participant's Termination of Employment due to death or
Disability, the Participant will be eligible to receive:
(1) payment of any Earned Award, which Earned Award will immediately become vested
and such amount will be paid in cash as soon as practicable thereafter to the Participant or the
Participant's estate, as applicable; and
(2) with respect to any remaining ROIC Installment(s) outstanding as of the date of the
Participant's Termination of Employment, the Participant's ROIC Installment(s) 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 Return on
Invested Capital, including any Earned Awards, 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 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
11