Delta Air Lines 2012 Restricted Stock Award Terms for Non-Employee Directors

Summary

Delta Air Lines granted restricted stock awards to its non-employee directors under the 2007 Performance Compensation Plan. Each eligible director received 11,210 shares of restricted stock, calculated based on a $115,000 value divided by the stock's closing price on June 15, 2012. The shares vest on the earlier of June 15, 2013, or the 2013 Annual Meeting, provided the director remains on the board. If a director leaves due to death or disability, the shares vest immediately; otherwise, unvested shares are forfeited.

EX-10.1 2 dal6302012ex101.htm EXHIBIT 10.1 DAL 6.30.2012 EX 10.1

Exhibit 10.1

TERMS OF 2012 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	Mickey P. Foret
John S. Brinzo	David R. Goode
Daniel A. Carp	Paula Rosput Reynolds
David G. DeWalt	Kenneth B. Woodrow
Shirley C. Franklin


Type of Award:	Restricted Stock, as defined and granted under the Delta 2007 Performance Compensation Plan (the “2007 Plan”).


Grant Date:	June 15, 2012

Number of


Shares:	The number of shares of Restricted Stock granted to each Non-Employee Director shall equal the result of the following formula: $115,000 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.


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 “2012 Grant”) will vest (the “Vesting Date”) on the earlier of (1) June 15, 2013 and (2) the date of Delta's 2013 Annual Meeting of Stockholders, subject to such Non-Employee Director's continued service as a member of the Board on the Vesting Date.

Accelerated

Vesting:

Notwithstanding the forgoing, accelerated vesting will occur prior to the Vesting Date as follows: individual 2012 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 2012 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.

_________________________

¹ In accordance with these terms, each Non-Employee Director received 11,210 shares of Restricted Stock on June 15, 2012. This is equal to $115,000 divided by $10.26 (the closing price of Delta Common Stock on the New York Stock Exchange on June 15, 2012), rounded up to the nearest whole ten shares.