Delta Airlines 2002 Annual Report Download - page 69

Months") and the denominator of which is 36, provided, further, however, that in
no event shall such fraction be less than 1.
(c) The Company shall pay Executive a lump sum, in cash, equal to the
amount of his Annual Award payable for the Fiscal Year in which occurs the
termination of his employment, calculated assuming performance at the target
level and prorated to reflect the portion of such Fiscal Year elapsed through
the date of termination of his employment. The amount of the payment under this
Paragraph (c) shall be reduced by the amount, if any, previously paid with
respect to such Fiscal Year under Section 5.01(i).
(d) Executive (and, to the extent applicable, his eligible family members)
shall continue to be eligible, for the lesser of (i) 36 months from the date of
such termination of Executive's employment and (ii) the greater of (A) 12 months
and (B) the balance of the Agreement Term, to participate in the benefit plans
and fringe benefits (other than any qualified or nonqualified retirement plans)
in which Executive and his eligible family members were entitled to participate
under Section 3.03 immediately prior to termination of Executive's employment,
including, but not limited to, any life insurance or survivor benefit
arrangements in effect at such time. If continued participation pursuant to this
Section 4.01(d) is not permitted under the terms of one or more of the
applicable benefit plans and programs, the Company shall, in lieu of continued
participation as to those benefits, pay Executive a lump sum, in cash, equal to
the present value (as of the date of the termination of his employment) of such
continued participation. In determining present value for this purpose, all
terms applicable to Executive under such benefit plans and fringe benefits
immediately prior to the date of termination of his employment (including the
level of premiums, if any, payable by Executive) shall be taken into account.
(e) On and after the first to occur of (i) the third anniversary of
Executive's termination of employment and (ii) the expiration of the Agreement
Term (but in no event prior to the first anniversary of Executive's termination
of employment), he shall be treated as a retired senior executive of the Company
for purposes of all benefit plans and arrangements of the Company (other than
retirement plans) providing for retiree benefits. For purposes of determining
any service-related premiums owed by Executive with respect to any such retiree
benefits, all years of service with which Executive is credited for purposes of
calculating the Supplemental Retirement Benefit shall be taken into account. If
such participation is not permitted under the terms of one or more of the
applicable benefit plans and programs, the Company shall, in lieu of such
participation as to those benefits, pay Executive a lump sum, in cash, equal to
the present value (as of the third anniversary of the termination of his
employment or as of the later of the expiration of the Agreement Term or the
first anniversary of his employment, as applicable) of such participation. In
determining present
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