Delta Airlines 2002 Annual Report Download - page 87

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(f) Executive's ceasing to be Chairman of the Board.
"Gross-Up Payment" has the meaning accorded such term in Section 6.01.
"Holding Company" means an entity that becomes a holding company for the
Company or its businesses as a part of any reorganization, merger, consolidation
or other transaction, provided that the outstanding shares of common stock of
such entity and the combined voting power of the then outstanding voting
securities of such entity entitled to vote generally in the election of
directors is, immediately after such reorganization, merger, consolidation or
other transaction, beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Voting Stock outstanding immediately prior to such
reorganization, merger, consolidation or other transaction in substantially the
same proportions as their ownership, immediately prior to such reorganization,
merger, consolidation or other transaction, of such outstanding Voting Stock.
"Later Payment" has the meaning accorded such term in Section 6.03.
"Liquidated Damages" means the sum of (a) and (b) where:
(a) equals the sum of (x) all contributions (if any) made by the Company
to the Employee Grantor Trust, (y) all payments (if any) made directly to the
Executive, his spouse, eligible family member or beneficiary under the Excess
Benefit Agreement and (z) all related amounts with respect to such contributions
or payments withheld by the Company for the purpose of satisfying tax
withholding requirements; and
(b) equals the amount that would have been earned with respect to such
contributions or payments had such amounts been invested in an interest-bearing
account, compounded annually, using an annual interest rate equal to the sum of
(i) the prime rate as published in the Wall Street Journal on the date of such
contribution or payment was made to the trust and (ii) 2%.
"Medical Plans" means the DeltaFlex and the Delta Family-Care Medical
Plans (or any successor medical plans adopted by the Company), as in effect
immediately prior to a Change in Control (subject to changes in coverage levels
applicable to all employees generally covered by such Plans).
"Old Employment Agreement" has the meaning accorded such term in the
second "Whereas" clause of this Agreement.
"Person" means an individual, corporation, partnership, association, trust
or any other entity or organization.
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