Delta Airlines 2014 Annual Report Download - page 420

or any partial month and (ii) the denominator of which is twelve (12) for the First RS Installment, twenty-
four (24) for
the Second RS Installment and thirty-six (36) for the Third RS Installment.
3
(B) Voluntary Resignation. Upon a Participant’
s Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement), any portion of the Restricted Stock subject to the Restrictions
shall be immediately forfeited.
(C) Retirement. Subject to Section 4(a)(v)(F) below, upon a Participant’
s Termination of Employment by
reason of Retirement, with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall
immediately lapse on the Pro Rata RS Portion as of the date of such Termination of Employment. Pro Rata RS Portion
has the meaning set forth in Section 4(a)(v)(A) above. Upon a Participant’
s Termination of Employment by reason of
Retirement, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be
immediately forfeited.
(D) Death or Disability. Upon a Participant’
s Termination of Employment due to death or Disability, the
Restrictions shall immediately lapse and be of no further force or effect 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 portion
of the Restricted Stock subject to the Restrictions 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 the 2015 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 2015 LTIP, the Participant’
s
employment shall be considered to have been terminated by the Company for Cause.
(vi) 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 or she 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 Restrictions
in effect shall immediately lapse on the date of such Termination of Employment and be of no further force or effect as of such
date.
(vii) Dividends .
In the event a cash dividend shall be paid with respect to Shares at a time the Restrictions on the
Restricted Stock have not lapsed, the Participant shall be eligible to
____________________________________________
3
If this formula results in any fractional Share, the Pro Rata RS Portion will be rounded up to the nearest whole Share.
3