Delta Airlines 2014 Annual Report Download - page 435

Option Portion has the meaning set forth in Section 2(a) above. Upon the Participant’s Termination of Employment by
reason of Retirement, any portion of the Option that is not exercisable at the time of such termination, other than the Pro
Rata Option Portion, shall be immediately forfeited.
(D) Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, any
Option Installment that is not exercisable at the time of such Termination of Employment shall vest and become
exercisable and the then exercisable portion of the Option shall be exercisable during the period: (1) beginning on the
date of such Termination of Employment and (2) ending on the earlier of (I) the third anniversary of such Termination of
Employment or (II) the Expiration Date.
(E) For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, any
unexercised portion of the Option shall be immediately forfeited, including any portion that was then exercisable.
(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 Agreement 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 Agreement, the Participant’s
employment shall be considered to have been terminated by the Company for Cause.
(G) Change in Control . Notwithstanding the foregoing and subject to Section 5 of the 2015 LTIP, 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 Option Installment that is not exercisable at the time of such Termination of
Employment shall vest and become exercisable, and the entire then exercisable portion of the Option shall be exercisable
during the period (1) beginning on the date of such Termination of Employment and (2) ending on the earlier of (I) the
third anniversary of such Termination of Employment or (II) the Expiration Date.
5. Potential Reduction in Payments Due to Excise Tax.
In the event that a Participant becomes entitled to benefits under the 2015
LTIP, then such benefits, together with any payment or consideration in the nature of value or compensation to or for the Participant’
s
benefit under any other agreement with or plan of Delta, shall be subject to reduction as set forth in Section 4(e) of the 2009 Delta Air
Lines, Inc. Officer and Director Severance Plan, which relates to the excise tax under Section 4999 of the Code.
6. Definitions.
For purposes of the 2015 LTIP, the following definitions are hereby modified as set forth below and will apply in lieu
of the definitions set forth in the 2007 Performance Plan or as modified, as applicable.
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