Delta Airlines 2013 Annual Report Download - page 123

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The Company’
s Return on Invested Capital performance will be measured each calendar year during the
Performance Period (each calendar year increment is referred to herein as an “ ROIC Installment ”)
and to the
extent that the Company’
s actual performance results meet or exceed Threshold level at the end of each calendar
year during the Performance Period, each such ROIC Installment will be treated as an “ Earned Award .”
A
Participant’
s Earned Award(s), if any, will accumulate until the end of the Performance Period at which time all
Earned Awards will vest.
Any ROIC Installment that does not vest at the end of the Performance Period will immediately lapse and become
void. Payouts based on the above performance measures will be straight-
line interpolated when actual performance
results fall above Threshold and below Target or above Target and below Maximum.
(vi) Timing of Payment .
The payout, if any, of any Performance Award that vests under Section 4(b)(v) will be
made as soon after the end of the Performance Period as the payment amount can be finally determined, but in no event
later than March 15, 2017, unless it is administratively impracticable to do so, and such impracticability was not
foreseeable at the end of 2016, in which case such payment shall be made as soon as administratively practicable after
March 15, 2017.
(vii) Accelerated Vesting/Forfeiture upon Termination of Employment-Excluding Return on Invested Capital
.
The portion of the Performance Award attributable to Average Annual Operating Income Margin and Customer Service
Performance 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 portion of the Participant’
s target Performance Award attributable to Average Annual Operating
Income Margin and Customer Service Performance will be recalculated and will be the result of the following
formula (the “ Adjusted Performance Award ”): S × (T ÷ 36) where,
S = the portion of the Participant’
s target Performance Award attributable to Average Annual Operating
Income Margin and Customer Service Performance as of the Grant Date; and
T = the number of calendar months from January 1, 2014 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, in cash based on the Adjusted Performance
Award 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.
(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, 2016, the
Participant will immediately forfeit any unpaid portion of the Performance Award attributable to Average Annual
Operating Income Margin and Customer Service Performance as of the date of
10