Delta Airlines 2002 Annual Report Download - page 68
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employed hereunder, in accordance with the Company's policies as in effect from
time to time.
Section 3.06. Stock Incentive Awards. (a) Executive shall receive stock
incentive awards in accordance with the terms of the award agreement(s) attached
hereto as Exhibits A, B and C (such stock incentive awards referred to
hereinafter collectively as the "Renewal Award").
(b) Executive shall be eligible to receive any additional equity-based
incentive awards, including additional options and restricted stock unit awards,
as may be granted by the Compensation Committee in its sole discretion.
ARTICLE 4
TERMINATION OF EMPLOYMENT
Section 4.01. Without Cause; For Good Reason. In the event that
Executive's employment is terminated during the Agreement Term, other than by
reason of death, and other than during the Change Period or within one year
prior to, and in anticipation of, a Change in Control, (i) by the Company other
than for Cause or Disability or (ii) by Executive with Good Reason, Executive
shall be entitled to receive from the Company the benefits described in
Paragraphs (a) through (f) below (the "Severance Benefits"):
(a) The Company shall pay Executive a lump sum, in cash, equal to
Executive's earned but unpaid Base Salary and other earned but unpaid cash
entitlements for the period through and including the date of termination of
Executive's employment, including unused earned and accrued vacation pay and
unreimbursed business expenses. In addition, with respect to the period through
and including the date of termination of Executive's employment, Executive shall
be entitled to any other benefits earned or accrued and payable under any other
employee benefit plans and arrangements maintained by the Company, in accordance
with the terms of such plans and arrangements, except as modified herein (such
amounts and benefits described in this Paragraph (a) referred to hereinafter as
the "Accrued Benefits").
(b) The Company shall pay Executive a lump sum, in cash, equal to three
times the sum of Executive's Reference Salary and Reference Incentive
Compensation Award; provided, that if as of the date of Executive's termination
of employment pursuant to this Section 4.01, there remain less than three years
in the Agreement Term, the three times multiplier shall be reduced to a
fraction, the numerator of which is the number of whole months remaining in
the Agreement Term as of the date of Executive's termination of employment (the
"Remaining
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