Delta Airlines 2014 Annual Report Download - page 434

(v) Change in Exercisability and Exercise Period upon Termination of Employment . The exercisability of the Option
and the exercise period set forth in Section 4(d)(iv) are subject to the following terms and conditions:
(A) Without Cause or For Good Reason. 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), the Pro
Rata Option Portion of any Option Installment that is not exercisable at the time of such Termination of Employment (1)
will vest and become exercisable, if applicable, under Section 4(d)(iv) of the LTIP in the same manner and to the same
extent as if the Participant’s employment had continued and (2) the entire then exercisable portion of the Option, as
applicable, shall be exercisable during the period: (I) beginning on the applicable Option Installment Vesting Date and
(II) ending on the earlier of (x) the later of (i) the third anniversary of such Termination of Employment or (ii) the
applicable Option Installment Vesting Date or (y) the Expiration Date. Upon a Participant’
s Termination of Employment
by the Company without Cause or by the Participant for Good Reason, any portion of the Option that is not exercisable
at the time of such Termination of Employment, other than the Pro Rata Option Portion, shall be immediately forfeited.
“ Pro Rata Option Portion ”
means, with respect to any Option Installment that is not exercisable at the time of
a Participant’s Termination of Employment, the number of Shares covered by such Option Installment multiplied by a
fraction (i) the numerator of which is the number of calendar months 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 Option Installment, twenty–four (24) for the Second Option Installment, and thirty-six (36) for the Third Option
Installment.
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(B) Voluntary Resignation. Upon a Participant’s Termination of Employment by reason of a voluntary
resignation (other than for Good Reason or Retirement): (1) any portion of the Option that is not exercisable at the time
of such Termination of Employment shall be immediately forfeited and (2) any portion of the Option that is exercisable
at the time of such Termination of Employment shall remain exercisable until the earlier of (I) 90 days after such
Termination of Employment or (II) the Expiration Date.
(C) Retirement. Subject to Section 4(d)(v)(F) below, upon a Participant’
s Termination of Employment by
reason of Retirement, the Pro Rata Option Portion of any Option Installment that is not exercisable at the time of such
Termination of Employment (1) will vest and become exercisable, if applicable, under Section 4(d)(iv) of the LTIP in
the same manner and to the same extent as if the Participant’
s employment had continued and (2) the entire then
exercisable portion of the Option shall be exercisable during the period: (I) beginning on the applicable Option
Installment Vesting Date and (II) ending on the earlier of (x) the later of (i) the third anniversary of such Termination of
Employment or (ii) the applicable Option Installment Vesting Date or (y) the Expiration Date. Pro Rata
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If this formula results in any fractional Share, the Pro Rata Option Portion will be rounded up to the nearest whole Share.
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