Delta Airlines 2013 Annual Report Download - page 126

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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 reason of Retirement, 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.
(D) Death or Disability. Upon a Participant’
s Termination of Employment due to death or Disability,
the Participant will be eligible to receive:
(1)
payment of any Earned Awards, which Earned Awards will immediately become vested and
such amount will be paid in cash as soon as practicable thereafter to the Participant or the Participant’
s
estate, as applicable; and
(2)
with respect to any remaining ROIC Installment(s) outstanding as of the date of the
Participant’s Termination of Employment, the Participant’
s ROIC Installment(s) 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 Return on
Invested Capital, including any Earned Awards, 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.
(ix) 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, the Participant’
s outstanding Performance Award shall immediately become vested at the target level (or, with
respect to any Earned Award, at the level at which it was earned) and such amount will be paid in cash to the Participant as
soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company without
Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter
13