Delta Airlines 2002 Annual Report Download - page 100

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EXHIBIT C
DELTA 2000 PERFORMANCE COMPENSATION PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
January [ ], 2004
Leo F. Mullin
Chief Executive Officer
The Delta 2000 Performance Compensation Plan (the "Plan"), is an incentive
compensation plan for officers and key employees of Delta Air Lines, Inc. (the
"Company") and its Subsidiaries. The Plan is administered by the Personnel &
Compensation Committee of the Company's Board of Directors (the "Committee").
The Committee has selected you to receive an award of restricted stock units,
effective as of January [ ], 2004, and has requested me, on behalf of the
Company, to provide this Agreement to you.
In consideration of the mutual covenants herein contained and for other
good and valuable consideration, the Company and you, as an employee of the
Company or one or more of its Subsidiaries, hereby agree as follows:
1. Grant of Award; Acknowledgments; Capitalized Terms. The Company hereby grants
to you 150,000 restricted stock units (each an "RSU"). Each RSU represents a
right to a payment equal to the value of one share of Company common stock (a
"Share") in the future. This award is in all respects made subject to the terms
and conditions of the Plan and, in the event of any conflict between the Plan
and this Agreement, the Plan shall control. This award represents a grant of an
"Other Equity Based Award" under the Plan. You acknowledge that you (a) have had
a full and adequate opportunity to read this Agreement and the Plan; (b) agree
to all of the terms and conditions thereof for yourself, any designated
beneficiary and your heirs, executors, administrators or personal
representatives; and (c) have received, and had a full and adequate opportunity
to read, the Prospectus relating to the Plan. Capitalized terms which are used
but not defined in this Agreement shall have the meanings set forth in the Plan.
2. Value. The value of one RSU on any given date will be equal to the closing
price of the Company common stock on the New York Stock Exchange as of such date
(or, in the event that no sale of the Company common stock takes place on the
New York Stock Exchange on such date, the closing price of such common stock on
the immediately preceding date).
3. Terms. Subject to the terms and conditions of the Plan and this Agreement,
you shall be entitled to receive (and the Company shall deliver to you) a
payment equal to the value of 100% of the Shares underlying the RSUs, on the
earlier of (a) the first business day of January 2008, subject to your continued
employment by the Company on December 31, 2007 and (b) the occurrence of a
Change in Control, subject to your continued employment by the Company on
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.