Delta Airlines 2013 Annual Report Download - page 117

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(vii) Dividends .
In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions on
the Restricted Stock have not lapsed, the Participant shall be eligible to receive the dividend upon the lapse of the
Restrictions. The Restrictions shall apply to any such dividend.
(b) Performance Awards.
(i) Award Grant .
A Participant may receive a Performance Award for a specified target cash amount as set
forth in the Participant’s Award Agreement (a “ Performance Award ”).
(ii) Grant Date .
The Grant Date of the Performance Award will be determined by the Committee and set forth
in the Participant’s Award Agreement.
(iii) Payout Criteria and Form of Payment
. Except as otherwise expressly set forth in this Section 4(b),
payment, if any, of a Performance Award will be based on the following factors as described and defined below: (A) the
Average Annual Operating Income Margin during the Performance Period of the Company relative to the Composite
Performance of the members of the Industry Composite Group; (B) Customer Service Performance during the Performance
Period of the Company; and (C) Return on Invested Capital for each calendar year during the Performance Period of the
Company.
The payout, if any, of a Performance Award will be made (A) in Shares, calculated based on the Conversion Formula (as
defined below), to each Participant who is employed by the Company as an executive vice president or more senior officer
(“ Executive Officer Participant ”) at the time of such payout and (B) in cash in all other circumstances.
(iv) Definitions .
(A) In General .
A = the amount of the payout for the Performance Award if it is paid in cash; and
B = the closing price of a Share on the New York Stock Exchange on the later of (1) the
date that the Committee approves the payouts, if any, of the Performance Awards to the Executive
Officer Participants following the Committee’
s determination of the achievement of the payout
criteria described in Section 4(b)(iii) and (2) the third
4
(1) “ Composite Performance ”
means, for purposes of determining the total Average Annual
Operating Income Margin of the Industry Composite Group, the result obtained by treating the
members of the Industry Composite Group as if they were one combined entity.
(2) The “ Conversion Formula ”
will apply to convert from cash to Shares the payout, if any, of a
Performance Award to a person who is an Executive Officer Participant at the time of such payout.
First, the cash amount of the payout is calculated in the same manner as if the payout is being
made in cash. Next, the cash amount is converted into a number of Shares based on the following
formula: A ÷ B, where: