Delta Airlines 2014 Annual Report Download - page 433

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 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
unvested portion of the RSUs will immediately vest as of the date of such Termination of Employment.
(d) Stock Option
(i) Award Grant . A Participant may receive a Non-
Qualified Stock Option covering the number of Shares as specified
in the Participant’s Award Agreement (the “ Option ”).
(ii) Grant Date .
The Grant Date of the Option will be determined by the Committee in accordance with the
Company’s Equity Award Grant Policy, as in effect from time to time, and set forth in a Participant’s Award Agreement.
(iii) Exercise Price
. The exercise price of the Option is the closing price of a Share on the New York Stock Exchange
on the Grant Date.
(iv) Exercise Period/Performance Measures .
Subject to the terms of the 2007 Performance Plan and the 2015 LTIP,
an Option shall:
(A) vest and become exercisable upon the achievement of either of the following two performance measures in
the proportion and on the dates (each an “ Option Installment Vesting Date ”) set forth below:
(B) be exercisable through and including the day immediately preceding the tenth anniversary of the Grant
Date (the “ Expiration Date ”).
In the event there is no Profit Sharing Program payout for either 2015 or 2016, the Option shall be immediately forfeited
(regardless of whether there is a Profit Sharing Program payout for 2017).
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(1) If there is a payout under the Company’s broad-based employee profit sharing program (the “
Profit
Sharing Program ”) for 2015, the Option shall vest and become exercisable with respect to one-
third of
the Shares on each of the following dates: (I) February 1, 2016 (the “ First Option Installment ”), (
II)
February 1, 2017 (the “ Second Option Installment ”) and (III) February 1, 2018 (the “
Third Option
Installment ”); or
(2)
If there is no payout under the Profit Sharing Program for 2015, but there is a payout under the Profit
Sharing Program for 2016, the Option shall vest and become exercisable with respect to (I) the First and
Second Option Installments on February 1, 2017 and (II) the Third Option Installment on February 1,
2018; and