TERMS OF 2014 RESTRICTED STOCK AWARD1
EX-10.1 2 dal6302014ex101.htm EXHIBIT DAL 6.30.2014 EX 10.1
Exhibit 10.1
TERMS OF 2014 RESTRICTED STOCK AWARD1
Participants: | All members of Delta’s Board of Directors (the “Board”) who are not employees of Delta (“Non-Employee Directors”). These directors are: |
Roy J. Bostock | Shirley C. Franklin |
John S. Brinzo | David R. Goode |
Daniel A. Carp | George N. Mattson |
David G. DeWalt | Paula Rosput Reynolds |
William H. Easter III | Kenneth B. Woodrow |
Mickey P. Foret | |
Type of Award: | Restricted Stock, as defined and granted under the Delta 2007 Performance Compensation Plan (the “2007 Plan”). |
Grant Date: | June 27, 2014 |
Number of
Shares: | The number of shares of Restricted Stock granted to each Non-Employee Director shall equal the result of the following formula: $160,000 divided by Y, where |
Y = the closing price of Delta Common Stock, par value $0.0001 per share, on the New York Stock Exchange on the Grant Date.
In addition, an additional number of shares of Restricted Stock granted to the non-executive chairman of the Board shall equal the result of dividing $50,000 by Y. The terms of this grant are identical to the terms of the grant to each Non-Employee Director as described below.
Partial Shares: | Any partial shares resulting from the above formula will be ignored and the aggregate shares of Restricted Stock for each Non-Employee Director will be rounded up to the nearest whole ten shares. |
Vesting: | Each grant awarded to a Non-Employee Director under the terms of this Exhibit 1 (a “2014 Grant”) will vest (the “Vesting Date”) on the earlier of (1) June 27, 2015 and (2) the date of Delta’s 2015 Annual Meeting of Stockholders, subject to such Non-Employee Director's continued service as a member of the Board on the Vesting Date. |
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1 In accordance with these terms, each Non-Employee Director received 4,070 shares of Restricted Stock on June 27, 2014. This is equal to $160,000 divided by $39.33 (the closing price of Delta Common Stock on the New York Stock Exchange on June 27, 2014), rounded to the nearest whole ten shares. In addition, the non-executive chairman of the Board received 1,270 shares of Restricted Stock on June 27, 2014. This is equal to $50,000 divided by $39.33 (the closing price of Delta Common Stock on the New York Stock Exchange on June 27, 2014), rounded to the nearest whole ten shares.
Accelerated
Vesting: | Notwithstanding the forgoing, accelerated vesting will occur prior to the Vesting Date as follows: individual 2014 Grants shall immediately vest on the date such Non-Employee Director ceases to be a member of the Board due to death or Disability. For purposes of the 2014 Grant, “Disability” shall mean the Non-Employee Director’s inability to perform his or her duties as a member of the Board for a period of 180 or more days as a result of a demonstrable injury or disease. |
Forfeiture: | Except as expressly set forth above, a Non-Employee Director shall immediately forfeit any unvested Restricted Stock on the date such Non-Employee Director ceases to be a member of the Board for any reason, other than due to death or Disability. |
Dividends: | In the event a cash dividend is paid with respect to shares of Delta Common Stock at a time during which the 2104 Grant is unvested, the Non-Employee Director will be eligible to receive the dividend when the 2014 Grant vests. |
