Delta Airlines 2002 Annual Report Download - page 73

(d) In lieu of any free or reduced rate flight or other travel benefits or
privileges to which Executive would otherwise be entitled under Section 4.01(d),
but without limitation upon any retiree flight privileges for which Executive
may otherwise qualify, Executive and Executive's spouse, for the remainder of
their respective lives, and Executive's dependent children, for so long as they
are under age 18 (or under age 23 if a full-time student), shall be entitled to
free system-wide flight privileges on Company flights to any location which the
Company serves. Such privileges shall entitle Executive, Executive's spouse and
Executive's dependent children to unlimited positive space (or space available,
at Executive's option) first-class tickets, but Executive's dependent children
shall not be entitled to first-class privileges if under age 8; provided further
that all of such flight privileges shall otherwise be subject to the same
conditions and restrictions as pertain from time to time to the flight
privileges generally provided by the Company to its retirees. If Executive's
employment has been terminated in anticipation of a Change in Control as
described in clause (II) above and the Company has paid Executive the cash
present value of any free or reduced rate flight or other benefits or privileges
to which Executive or his eligible family members became entitled under Section
4.01(d), any payments otherwise due Executive under this Section 5.03 shall be
reduced by the total amount of such cash present value so paid to Executive.
(e) Section 4.01(e) shall be applied on and after the third anniversary of
Executive's termination of Employment and if Executive has earned at least ten
years of continuous service under the Qualified Pension Plan as of the date of
termination of employment (after crediting Executive with three additional years
of service credit) the Company shall pay Executive a lump sum, in cash, equal to
the present value (as of the date of the termination of employment) of any
premium imposed solely because of early retirement.
(f) If Executive's employment has terminated in anticipation of a Change
in Control as described in clause (II), above, the Company shall pay Executive
the amount that would have been payable to him under Section 5.01 had the Change
in Control occurred as of the date of termination of his employment; provided,
however, that the payment under this Section 5.03(f) shall be reduced by any
payments previously made to Executive under the Company's annual and long-term
incentive plans and programs, and under this Agreement, with respect to
performance-based incentive compensation (other than stock options and stock
appreciation rights) for the periods referred to in clauses (i) and (ii) of
Section 5.01.
Section 5.04. Definition of Disability. After the occurrence of a Change
in Control, the term "Disability," as used in Article 4, shall mean Long-Term
Disability, as such term is defined in the Disability Plan.
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