Delta Airlines 2013 Annual Report Download - page 138

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“ Industry Group ”
means Alaska Air Group, Inc., AMR Corporation, JetBlue Airways Corporation, Southwest Airlines
Co., United Continental Holdings, Inc., and US Airways Group, Inc.
“ Industry Group Average TRASM ”
means the aggregate Total Operating Revenue for all members of the Industry
Group divided by the aggregate Available Seat Miles of all members of the Industry Group.
“ Total Operating Revenue ” means, for Delta and each member of the Industry Group, the applicable company’
s total
operating revenue for a calendar year based on its regularly prepared and publicly available statements of operations prepared in
accordance with accounting principles generally accepted in the United States of America.
In determining the Total Operating Revenue for Delta and each member of the Industry Group, the Committee shall make
such adjustments with respect to any subject company as is necessary to ensure the results are comparable, including, without
limitation, differences in accounting policies (for example, non-
recurring adjustments to deferred revenue resulting from (i) initial
application of accounting policies; (ii) the application of accounting policies to materially modified contracts; or (iii) significant
accounting estimate changes associated with mergers, acquisitions, divestitures or fresh start accounting as a result of emergence
from bankruptcy). Without limiting the generality of the foregoing, the Committee shall (i) make such determinations based on
publicly audited financial statements filed by the subject company with the U.S. Securities and Exchange Commission and (ii)
exclude from any calculation any item of gain, loss or expense to be extraordinary or unusual in nature or infrequent in occurrence.
“ 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 2014 will be based on an evaluation of whether a Participant has
demonstrated leadership attributes and results during 2014 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 2014. 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 2014 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 2014, in which case such
payment shall be made as soon as administratively
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