Delta Airlines 2014 Annual Report Download - page 442

“ TRASM ” means Total Operating Revenue divided by Available Seat Miles.
(d) Leadership Effectiveness Performance Measure
. The Leadership Effectiveness Performance measure (applicable to
Participants who are Vice Presidents or Senior Vice Presidents) for 2015 will be based on an evaluation of whether a Participant has
demonstrated leadership attributes and results during 2015 including, among other things, supporting diversity, providing talent
management, meeting financial budget, improving employee engagement, and being a role model for the Rules of the Road. The
performance ranges and award payout levels will be determined by the Committee, subject to Section 4(c) above.
(e) Individual Performance Measure.
The Individual Performance measure (applicable to Participants who are not officers) is
generally determined by each Participant’
s annual performance evaluation at the end of 2015. The performance ranges and award payout
levels will be determined by the Committee, subject to Section 4(c) above.
7. Timing of Award Payments.
(a) In General.
Subject to Sections 7(b) and 8(a) below, any payouts to a Participant under the MIP for 2015 will be made in
cash, as soon as practicable after (i) the Committee certifies the achievement of the required Financial Performance, Operational
Performance and Revenue Performance results and (ii) where applicable, Leadership Effectiveness Performance results have been
determined and an annual performance evaluation has been completed, but in no event later than March 15, 2015, unless it is
administratively impracticable to do so, and such impracticability was unforeseeable at the end of 2015, in which case such payment
shall be made as soon as administratively practicable after March 15, 2015. Further, unless a payout for 2015 under the Profit Sharing
Program occurs after March 15, 2015, any payout under the 2015 MIP will not be made prior to a payout for 2015 under the Profit
Sharing Program; provided, however
, if it is determined there will be no payout for 2015 under the Profit Sharing Program, any MIP
Awards that are payable based on Operational Performance, Revenue Performance, Leadership Effectiveness Performance or Individual
Performance will be paid as soon as practicable thereafter, but in no event later than March 15, 2015, unless it is administratively
impracticable to do so, and such impracticability was unforeseeable at the end of 2015, in which case such payment shall be made as
soon as administratively practicable after March 15, 2015.
(b) Executive Officer Participants.
Payouts under the MIP to Participants who, as of December 31, 2015, are Executive
Officer Participants (as such term is defined in Section 4(a) above) will be subject to the following terms and conditions:
(i) Payment in Restricted Stock
. If there is no payout under the Profit Sharing Program for 2015, any payout under the
MIP to an Executive Officer Participant will be made in shares of Restricted Stock rather than in cash, with the number of shares
of Restricted Stock being equal to the result of the following formula (“ MIP Restricted Stock ”): A ÷ B, where
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:
A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash;
and
________________________________
2
If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the next highest ten shares.
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