Delta Airlines 2014 Annual Report Download - page 443

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, to the Executive Officer Participants under the MIP following the Committee’
s
certification of the achievement of the required performance measures as described in Section 7(a) and (2) the third
business day following the date on which the Company publicly announces its annual financial results if this date is
scheduled in the same month that the Committee approves such payouts, if any.
(ii) Lapsing of Restrictions; Forfeiture . Until the restrictions imposed by this Section 7(b)(ii) (the “ Restrictions ”
)
have lapsed pursuant to the terms below, an Executive Officer Participant will not be permitted to sell, exchange, assign, transfer,
pledge or otherwise dispose of the MIP Restricted Stock and the MIP Restricted Stock will be subject to forfeiture as set forth
below.
(A) The Restrictions shall lapse and be of no further force or effect on the earlier of the date (1) there is a
payout under the Profit Sharing Program unless, prior to such payout, the Executive Officer Participant incurs a
Disqualifying Termination of Employment or (2) an Executive Officer Participant incurs a Qualifying Termination of
Employment. The MIP Restricted Stock will be immediately forfeited if, prior to the lapsing of the Restrictions, the
Executive Officer Participant incurs a Disqualifying Termination of Employment.
(B) “ Disqualifying Termination of Employment ” means an Executive Officer Participant’
s Termination of
Employment by the Company for Cause.
(C) “ Qualifying Termination of Employment ” means an Executive Officer Participant’
s Termination
of Employment (1) by the Company without Cause or (2) due to death or Disability.
(D) For purposes of this Section 7(b)(ii), if an Executive Officer Participant incurs a Termination of
Employment by reason of (1) a voluntary resignation (including the Termination of Employment by the Participant if he
or she is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) or (2)
Retirement, the Restrictions shall lapse and be of no further force or effect on the date there is a payout under the Profit
Sharing Program as if such Executive Officer Participant’s employment had continued through such date.
(E) For purposes of the MIP, “ Retirement ”
means a Termination of Employment (other than for Cause or
death) either: (1) on or after a Participant’s 62
nd
birthday provided that such Participant has completed at least 5 years
service since his or her most recent hire date with the Company (or an Affiliate or former Affiliate) or (2) on or after a
Participant’s 52
nd
birthday provided that such Participant has completed at least 10 years service since his or her most
recent hire date with the Company (or an Affiliate or former Affiliate).
7