Delta Airlines 2013 Annual Report Download - page 115

4. Awards.
(a) Restricted Stock.
(i) Award Grant . A Participant may receive Restricted Stock as specified in the Participant’
s Award Agreement
(the “ Restricted Stock ”).
(ii) Grant Date .
The Grant Date of the Restricted Stock will be determined by the Committee in accordance
with the Company’s Equity Award Grant Policy, as in effect from time to time, and set forth in a Participant’
s Award
Agreement.
(iii) Restrictions . Until the restrictions imposed by this Section 4(a) (the “ Restrictions ”)
have lapsed pursuant
to Section 4(a)(iv), (v) or (vi) below, a Participant will not be permitted to sell, exchange, assign, transfer, pledge or
otherwise dispose of the Restricted Stock and the Restricted Stock will be subject to forfeiture as set forth below.
(iv) Lapse of Restrictions-Continued Employment .
Subject to the terms of the 2007 Performance Plan and the
2014 LTIP, the Restrictions shall lapse and be of no further force or effect with respect to one-
third of the Shares of
Restricted Stock on each of the following dates: (A) February 1, 2015 (“ First RS Installment ”), (B) February 1, 2016 (“
Second RS Installment ”) and (C) February 1, 2017 (“ Third RS Installment ”).
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(v) Lapse of Restrictions/Forfeiture upon Termination of Employment .
The Restricted Stock and the
Restrictions set forth in this Section 4(a) 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), with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall
immediately lapse on the Pro Rata RS Portion as of the date of such Termination of Employment. Upon a
Participant’
s Termination of Employment by the Company without Cause or by the Participant for Good Reason,
any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be
immediately forfeited.
“ Pro Rata RS Portion ”
means, with respect to any portion of Restricted Stock that is subject to the
Restrictions at the time of a Participant’
s Termination of Employment, the number of Shares with respect to which
the Restrictions would have
lapsed on each future RS Installment multiplied by a fraction (i) the numerator of
which is the number of calendar months
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from the Grant Date to the date of such Termination of
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The number of Shares subject to each RS Installment will be equal to the total number of Shares subject to the Restricted Stock Award divided by three;
provided
, that if this formula results in any fractional Share allocation to any RS Installment, the number of Shares with respect to which the Restrictions lapse
under the First RS Installment and, if necessary, the Second RS Installment, will be increased so that only full Shares are covered by each RS Installment. For
example, if a Restricted Stock Award covers 1,000 Shares, the Restrictions will lapse with respect to 334 Shares under the First RS Installment and 333 Shares
under each of the Second and Third RS Installments.
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For purposes of
the 2014 LTIP, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the
following month. For example, one calendar month from January 31, 2014 will elapse as of February 28, 2014, two months will elapse on March 31, 2014, and
so on.
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