Delta Airlines 2002 Annual Report Download - page 77

Section 8.02. Legal Fees and Expenses. The Company shall pay all legal
fees, costs of litigation, prejudgment interest, and other expenses which are
reasonably incurred by Executive in connection with the negotiation and
preparation of this Agreement or as a result of (i) the Company's refusal to
provide benefits or other amounts in accordance herewith, (ii) the Company's (or
any third party's) contesting the validity, enforceability, or interpretation of
the Agreement, (iii) any conflict between the parties pertaining to this
Agreement, (iv) Executive's contesting any determination by the Internal Revenue
Service pursuant to Section 6.03, or (v) Executive's pursuing any claim under
Section 8.18. Notwithstanding the foregoing, in the case of any such fees,
costs, interest or other expenses incurred prior to a Change in Control,
Executive shall be entitled to payment hereunder only if Executive is successful
to a material degree in the contest or dispute giving rise thereto.
Section 8.03. Calculation of Taxes. For purposes of any provision of this
Agreement requiring the payment by the Company of Executive's applicable
federal, state and local taxes with respect to any benefit or payment provided
for hereunder, such federal, state and local taxes shall be computed at the
maximum marginal rates, taking into account the effect of any loss of personal
exemptions resulting from receipt by Executive of such benefit or payment.
Section 8.04. Arbitration. Executive and, unless a Change in Control shall
have occurred, the Company shall have the right and option to elect (in lieu of
litigation) to have any dispute or controversy arising under or in connection
with this Agreement settled by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by Executive within 50 miles from the
location of his job with the Company, in accordance with the rules of the
American Arbitration Association then in effect. Executive's or the Company's
election to arbitrate, as herein provided, and the decision of the arbitrators
in that proceeding, shall be binding on the Company and Executive. Judgment may
be entered on the award of the arbitrator in any court having jurisdiction. All
expenses of such arbitration, including the fees and expenses reasonably
incurred by Executive, shall be borne by the Company.
Section 8.05. Unfunded Agreement. Except to the extent otherwise provided
in Section 3.04 and Article 5, the obligations of the Company under this
Agreement represent an unsecured, unfunded promise to pay benefits to Executive
and/or Executive's beneficiaries, and shall not entitle Executive or such
beneficiaries to a preferential claim to any asset of the Company.
Section 8.06. Covenants; Confidential Information. (a) Executive shall
hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company, or any of
its subsidiaries, affiliates
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