Delta Airlines 2013 Annual Report Download - page 128

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the number of calendar months
6
from the Grant Date to the date of such Termination of Employment, rounded up
for any partial month and (ii) the denominator of which is twelve (12) for the First RSU Installment, twenty-
four
(24) for the Second RSU Installment and thirty-six (36) for the Third RSU Installment.
7
(B) Voluntary Resignation. Upon a Participant’
s Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement), any unvested portion of the RSUs shall be immediately
forfeited.
(C) Retirement. Subject to Section (4)(c)(v)(F) below, upon a Participant’
s Termination of Employment
by reason of Retirement, with respect to any RSU Installment that is not then vested, a number of RSUs equal to
the Pro Rata RSU Portion will become immediately vested as of the date of such Termination of Employment. Pro
Rata RSU Portion has the meaning set forth in Section 4(c)(v)(A) above. Upon a Participant’
s Termination of
Employment by reason of Retirement, any unvested RSUs, other than the Pro Rata RSU Portion, shall be
immediately forfeited.
(D) Death or Disability. Upon a Participant’
s Termination of Employment due to death or Disability, all
unvested RSUs will immediately vest as of the date of such Termination of Employment.
(E) For Cause. Upon a Participant’
s Termination of Employment by the Company for Cause, any
unvested portion of the RSUs shall be immediately forfeited.
(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 this
Agreement 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 a retiree for purposes of any other program, plan or policy of the Company, for purposes
of this Agreement, the Participant’
s employment shall be considered to have been terminated by the Company for
Cause.
(vi) Change in Control . Notwithstanding the foregoing 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, any unvested portion of the RSUs will immediately vest as of the date of such Termination of Employment.
__________________________________________________________
6
For purposes of the 2014 LTIP, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the
following month. For example, one calendar month from January 31, 2014 will elapse as of February 28, 2014, two months will elapse on March 31, 2014, as so
on.
7
If this formula results in any fractional RSUs, the Pro Rata RSU Portion will be rounded up to the nearest whole RSU.
15