Delta Airlines 2002 Annual Report Download - page 66

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be extended by such period, if any, such that after such extension the Agreement
Term shall not be less than 36 months following the effective date of such
Change in Control (such 36 month period referred to hereinafter as the "Change
Period").
ARTICLE 2
POSITION; DUTIES
Section 2.01. Position. The Company shall continue to employ Executive as
Chief Executive Officer of the Company pursuant to the terms of this Agreement.
In addition, the Company shall use its best efforts to ensure Executive's
continued election as a member of the Board. Executive shall have such duties
and authority as shall be determined from time to time by the Board; provided
that such duties shall be consistent with the positions assigned to him pursuant
to this Section 2.01.
Section 2.02. Performance of Duties. While Executive is employed by the
Company hereunder, Executive shall devote substantially all of his business time
and best efforts to the business and affairs of the Company and the performance
of his duties under this Agreement. Subject to the foregoing, Executive shall
not be precluded from (i) continuing to serve on such boards of directors of
business corporations and/or charitable organizations as to which the Board
shall have given its prior written consent, which consent shall not be withheld
unreasonably; provided, however, that such consent shall not be necessary with
respect to Executive's continued service on the board of directors of BellSouth
Corporation and Johnson & Johnson; (ii) engaging in community affairs or
charitable activities (other than serving on the boards of directors of
charitable organizations, as to which clause (i) shall control), and (iii)
managing his personal investments and affairs.
ARTICLE 3
COMPENSATION
Section 3.01. Base Salary. While Executive is employed by the Company
hereunder, the Company shall pay Executive a base salary (the "Base Salary") at
the annual rate of not less than $795,000, payable in accordance with the usual
payment practices of the Company. Executive's Base Salary shall be subject to
review for increase annually and Executive shall be entitled to such increases
in his Base Salary, if any, as may be determined from time to time in the sole
discretion of the Board or the Personnel & Compensation Committee of the Board
(the "Compensation Committee").
2