Delta Airlines 2014 Annual Report Download - page 421

receive the dividend upon the lapse of the Restrictions. The Restrictions shall apply to any such dividend.
(b) Performance Awards.
(i) Award Grant .
A Participant may receive a Performance Award for a specified target cash amount as set forth in
the Participant’s Award Agreement (a “ Performance Award ”).
(ii) Grant Date .
The Grant Date of the Performance Award will be determined by the Committee and set forth in
the Participant’s Award Agreement.
(iii) Payout Criteria and Form of Payment
. Except as otherwise expressly set forth in this Section 4(b), payment, if
any, of a Performance Award will be based on the following factors as described and defined below: (A) the Average Annual
Operating Income Margin during the Performance Period of the Company relative to the Composite Performance of the
members of the Industry Composite Group; (B) Customer Service Performance during the Performance Period of the Company;
and (C) Return on Invested Capital for each calendar year during the Performance Period of the Company.
The payout, if any, of a Performance Award will be made (A) in Shares, calculated based on the Conversion Formula (as defined
below), to each Participant who is employed by the Company as an executive vice president or more senior officer (“
Executive
Officer Participant ”) at the time of such payout and (B) in cash in all other circumstances.
(iv) Definitions .
(A) In General .
A = the amount of the payout for the Performance Award if it is paid 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, of the Performance Awards to the Executive Officer
Participants following the Committee’
s determination of the achievement of the payout criteria
described in Section 4(b)(iii) and (2) the third business day following the date on which the Company
publicly announces its annual financial results
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(1) “ Composite Performance ”
means, for purposes of determining the total Average Annual Operating
Income Margin of the Industry Composite Group, the result obtained by treating the members of the
Industry Composite Group as if they were one combined entity.
(2) The “ Conversion Formula ”
will apply to convert from cash to Shares the payout, if any, of a
Performance Award to a person who is an Executive Officer Participant at the time of such payout. First,
the cash amount of the payout is calculated in the same manner as if the payout is being made in cash.
Next, the cash amount is converted into a number of Shares based on the following formula: A ÷ B,
where: