Delta Airlines 2013 Annual Report Download - page 124

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such Termination of Employment. In the event a Participant incurs a Termination of Employment by reason of a
voluntary resignation (other than for Good Reason or Retirement) on or after January 1, 2017, the Participant will
remain eligible for any unpaid Performance Award attributable to Average Annual Operating Income Margin and
Customer Service Performance, 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)(vii)(F) below, upon a Participant’
s Termination of Employment
due to Retirement, the portion of the Participant’
s target Performance Award attributable to Average Annual
Operating Income Margin and Customer Service Performance will be recalculated in accordance with the formula
set forth in Section 4(b)(vii)(A) above. 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.
(D) Death or Disability. Upon a Participant’
s Termination of Employment due to death or Disability,
the portion of the Participant’
s Performance Award attributable to Average Annual Operating Income Margin and
Customer Service Performance 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 Average Annual
Operating Income Margin and Customer Service Performance 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 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.
(viii) Accelerated Vesting/Forfeiture upon Termination of Employment-Return on Invested Capital .
The portion
of the Performance Award attributable to Return on Invested Capital 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 Participant will be eligible to receive:
11