Delta Airlines 2002 Annual Report Download - page 86

any one or more of the following, unless Executive has expressly consented in
writing thereto:
(a) The assignment to Executive of duties inconsistent with Executive's
authorities, duties, titles, responsibilities and status as an officer of the
Company, or a reduction or alteration in the nature or status of Executive's
authorities, duties, titles or responsibilities, from those in effect as of the
Effective Date and described in Section 2.01; other than an insubstantial and
inadvertent act that is remedied by the Company promptly after receipt of notice
thereof given by Executive;
(b) The Company's requiring Executive to be based at a location in excess
of 50 miles from Executive's principal job location or office on the later of
(i) the Effective Date or (ii) immediately prior to the Reference Date; except
for required travel on the Company's business to an extent consistent with
Executive's business travel obligations on the later of (i) the Effective Date
or (ii) immediately prior to the Reference Date;
(c) A reduction by the Company of Executive's Base Salary as in effect on
the later of (i) the Effective Date or (ii) the Reference Date (other than
pursuant to a reduction by a uniform percentage of the salary of all full-time
domestic employees of the Company who are not subject to a collective bargaining
agreement); or a reduction in Executive's short-term or long-term incentive
compensation opportunities under the executive incentive compensation plans of
the Company for which Executive is eligible as in effect on the later of (i) the
Effective Date or (ii) the Reference Date;
(d) The failure by the Company to keep in effect compensation, retirement,
health and welfare benefits, or perquisite programs under which Executive
receives benefits substantially similar, in the aggregate, to the benefits under
such programs as exist on the later of (i) the Effective Date or (ii)
immediately prior to the Reference Date, or the failure of the Company to meet
the funding requirements, if any, of any such programs (other than pursuant to
an equivalent reduction in such benefits or pursuant to an equivalent failure to
meet the funding requirements of such programs applicable to all similarly
situated full-time domestic employees of the Company who are not subject to a
collective bargaining agreement);
(e) Any material breach by the Company of its obligations under this
Agreement or any failure of a successor of the Company to assume and agree to
perform the Company's entire obligations under this Agreement, as required by
Article 7 herein, provided that such successor has received at least ten days
written notice from the Company or Executive of the requirements of Article 7;
or
22