Delta Airlines 2013 Annual Report Download - page 125

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(1)
payment of any Earned Awards in cash, which Earned Awards 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; and
(2) with respect to the ROIC Installment outstanding in the calendar year of the Participant’
s
Termination of Employment, the Participant’
s ROIC Installment for such year will be recalculated and will
be the result of the following formula (the “ Adjusted ROIC Installment ”): U x (V ÷ 12) where,
U = the Participant’
s target Performance Award with respect to the applicable ROIC Installment,
as of the Grant Date; and
V = the number of calendar months from January 1 of the calendar year in which the Termination
of Employment occurred 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, based on the Adjusted ROIC Installment
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.
Upon a participant’
s Termination of Employment by the Company without Cause or by the Participant for Good
Reason, any ROIC Installment(s) outstanding in the calendar year(s) following the year in which the Participant’
s
Termination of Employment occurred shall be immediately forfeited as of the date of such Termination of
Employment.
(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 Return on
Invested Capital, including any Earned Awards, as of the date of 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, 2007, the Participant will remain eligible for any unpaid Performance Award
attributable to Return on Invested Capital, including any Earned Awards, 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)(viii)(F) below, upon a Participant’
s Termination of
Employment due to Retirement, the Participant will be eligible to receive:
(1)
payment of any Earned Awards in cash, which Earned Awards 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; and
(2) with respect to the ROIC Installment outstanding in the year of the Participant’
s
Termination of Employment, the Participant’
s ROIC Installment for such year will be recalculated in
accordance with the formula set forth in Section 4(b)(viii)(A) above.
12