Delta Airlines 2013 Annual Report Download - page 139

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practicable after March 15, 2015. Further, unless a payout for 2014 under the Profit Sharing Program occurs after March 15, 2015,
any payout under the 2014 MIP will not be made prior to a payout for 2014 under the Profit Sharing Program; provided, however
,
if it is determined there will be no payout for 2014 under the Profit Sharing Program, any MIP Awards that are payable based on
Operational Performance, Revenue Performance, Leadership Effectiveness Performance or Individual Performance will be paid as
soon as practicable thereafter, but in no event later than March 15, 2015, unless it is administratively impracticable to do so, and
such impracticability was unforeseeable at the end of 2014, in which case such payment shall be made as soon as administratively
practicable after March 15, 2015.
(b) Executive Officer Participants.
Payouts under the MIP to Participants who, as of December 31, 2014, are Executive
Officer Participants (as such term is defined in Section 4(a) above) will be subject to the following terms and conditions:
(i) Payment in Restricted Stock . If there is no payout under the Profit Sharing Program for 2014, any
payout
under the MIP to an Executive Officer Participant will be made in shares of Restricted Stock rather than in cash, with the
number of shares of Restricted Stock being equal to the result of the following formula (“ MIP Restricted Stock ”):
A ÷ B,
where
2
:
A =
the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in
cash; and
B =
the closing price of a Share on the New York Stock Exchange on the later of (1) the date that the
Committee approves the payouts, if any, to the Executive Officer Participants under the MIP following the
Committee’
s certification of the achievement of the required performance measures as described in Section 7(a)
and (2) the third business day following the date on which the Company publicly announces its annual financial
results if this date is scheduled in the same month that the Committee approves such payouts, if any.
(ii) Lapsing of Restrictions; Forfeiture . Until the restrictions imposed by this Section 7(b)(ii) (the “
Restrictions ”)
have lapsed pursuant to the terms below, an Executive Officer Participant will not be permitted to sell,
exchange, assign, transfer, pledge or otherwise dispose of the MIP Restricted Stock and the MIP Restricted Stock will be
subject to forfeiture as set forth below.
(A)
The Restrictions shall lapse and be of no further force or effect on the earlier of the date (1) there is
a payout under the Profit Sharing Program unless, prior to such payout, the Executive Officer Participant incurs a
Disqualifying Termination of Employment or (2) an Executive Officer Participant incurs a Qualifying Termination
of Employment. The MIP Restricted Stock will be immediately forfeited if, prior to the lapsing of the Restrictions,
the Executive Officer Participant incurs a Disqualifying Termination of Employment.
______________________________________________
2
If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the next highest ten shares.
7