Delta Airlines 2002 Annual Report Download - page 101

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the date immediately preceding the Change in Control. Such payment may, at the
election of the Committee, be in cash or in Shares. In the event your employment
with the Company terminates prior to the date which immediately precedes the
earlier of (a) the first business day of January 2008 and (b) the occurrence of
a Change in Control, the RSUs and any and all associated rights shall be
forfeited at the time of such termination of employment.
4. Definitions. For purposes of Paragraph 3 of this Agreement, (i) employment
with the Company includes employment with any Subsidiary of the Company and (ii)
termination of employment with the Company means you are no longer an employee
of the Company or any of its Subsidiaries.
5. Tax Withholding. The Company may in its sole discretion withhold from the
payment to you hereunder a sufficient amount (in cash or Shares) to provide for
the payment of any taxes required to be withheld by federal, state, or local law
with respect to income resulting from such payment.
6. Restrictions on Transferability. Your RSUs are not transferable otherwise
than by will, by the laws of descent and distribution, or by a written
designation referred to in Section 8.5 of the Plan.
7. Federal Securities Law; Company Policies. You acknowledge that the federal
securities laws and/or the Company's policies regarding trading in its
securities may limit or restrict your right to buy or sell shares of Company
common stock, including, without limitation, sales of Company common stock
acquired in connection with your RSUs. You agree to comply with such federal
securities law requirements and Company policies, as such laws and policies are
amended from time to time.
8. Miscellaneous
a. Authority of the Committee. The Committee has the sole and complete
authority to construe and interpret the Plan and this Agreement. All
determinations of the Committee shall be final and conclusive for all purposes
and upon all persons. The Committee shall be under no obligation to construe
this Agreement or treat your RSUs in a manner consistent with the treatment
provided with respect to other RSUs or Participants.
b. No Rights as Shareholder. An RSU does not represent an equity interest
in the Company, and carries no voting rights. You will not have any rights of a
shareholder with respect to the RSUs until the Shares have been delivered to
you.
c. Dividends. To the extent dividends are paid on Shares while the RSUs
remain outstanding, you shall be credited with corresponding notional dividends
with respect to the RSUs. The notional dividends credited to you shall be
subject to the same restrictions applicable to the RSUs and shall be paid to you
in accordance with Sections 3 and 5 of this Agreement.
2