Delta Airlines 2013 Annual Report Download - page 127

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during the Performance Period, such Participant’
s Adjusted Performance Award, Adjusted ROIC Installment and Earned
Awards, if any, will immediately become vested and be paid in cash to the Participant as soon as practicable.
(c) Restricted Stock Units
(i) Award Grant . A Participant may receive Restricted Stock Units as specified in the Participant’
s Award
Agreement (the “ RSU ”).
(ii) Grant Date . The Grant Date of the RSUs will be determined in accordance with the Company’
s Equity
Award Grant Policy, as in effect from time to time, and set forth in the Participant’s Award Agreement.
(iii) Risk of Forfeiture .
Until an RSU becomes vested, a Participant will not be permitted to sell, exchange,
assign, transfer, pledge or otherwise dispose of the RSU and the RSU will be subject to forfeiture as set forth below.
(iv) Vesting .
Subject to the terms of 2007 Performance Plan and the 2014 LTIP, the RSUs will vest with respect
to one-third of the RSUs on each of the following dates: (A) February 1, 2015 (“ First RSU Installment ”), (
B) February
1, 2016 (“ Second RSU Installment ”) and (C) February 1, 2017 (“ Third RSU Installment ”).
5
As soon as practicable after any RSUs become vested, the Company shall pay to Participant in cash a lump sum
amount equal to the number of RSUs vesting multiplied by the closing price of a Share of Common Stock on the NYSE on
the vesting date or, if the Common Stock was not traded on the NYSE on the vesting date, the last date prior to the vesting
date that the Common Stock was traded on the NYSE.
(v) Accelerated Vesting; Forfeiture .
The RSUs and the vesting provisions set forth in this Section 4(c) are
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), a number of RSUs equal to the Pro Rata RSU Portion will become immediately vested as of the date of
such termination. Upon a Participant’
s Termination of Employment by the Company without Cause or by the
Participant for Good Reason, any unvested RSUs, other than the Pro Rata RSU Portion, shall be immediately
forfeited.
“ Pro Rata RSU Portion ”
means, with respect to any RSU Installment that is not vested at the time of a
Participant’
s Termination of Employment, the number of RSUs covered by such RSU Installment multiplied by a
fraction (i) the numerator of which is
__________________________________________________________
5
The number of RSUs subject to each RSU Installment will be equal to the total number of RSUs divided by three; provided
,
that if this formula results in any fractional RSU allocation to any RSU Installment, the number of RSUs in the First RSU
Installment and, if necessary, the Second RSU Installment, will be increased so that only full RSUs are covered by each RSU
Installment. For example, if an RSU Award covers 1,000 RSUs, the RSU will vest with respect to 334 RSUs under the First RSU
Installment and 333 RSUs under each of the Second and Third RSU Installments.
14