Delta Airlines 2013 Annual Report Download - page 116

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Employment
, rounded up for any partial month and (ii) the denominator of which is twelve (12) for the First RS
Installment, twenty-four (24) for the Second RS Installment and thirty-six (36) for the Third RS Installment.
3
(B) Voluntary Resignation. Upon a Participant’
s Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement), any portion of the Restricted Stock subject to the
Restrictions shall be immediately forfeited.
(C) Retirement. Subject to Section 4(a)(v)(F) below, upon a Participant’
s Termination of Employment
by reason of Retirement, 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.
Pro Rata RS Portion has the meaning set forth in Section 4(a)(v)(A) above. Upon a Participant’
s Termination of
Employment by reason of Retirement, any Restricted Stock that remains subject to the Restrictions, other than the
Pro Rata RS Portion, shall be immediately forfeited.
(D) Death or Disability. Upon a Participant’
s Termination of Employment due to death or Disability,
the Restrictions shall immediately lapse and be of no further force or effect as of the date of such Termination of
Employment.
(E) For Cause. Upon a Participant’
s Termination of Employment by the Company for Cause, any
portion of the Restricted Stock subject to the Restrictions shall be immediately forfeited.
(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 2014
LTIP 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 2014
LTIP, the Participant’s employment shall be considered to have been terminated by the Company for Cause.
(vi) Change in Control . Notwithstanding the forgoing and subject to Section 5 below, 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) on or after a Change in Control but prior to the second anniversary of such Change in
Control, any Restrictions in effect shall immediately lapse on the date of such Termination of Employment and be of no
further force or effect as of such date.
______________________________________
3
If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share.
3