Delta Airlines 2002 Annual Report Download - page 93

4. Definitions. For purposes of Paragraph 3 of this Agreement, (i) employment
with the Company includes employment with any Subsidiary of the Company; and
(ii) termination of employment with the Company means you are no longer an
employee of the Company or any of its Subsidiaries.
5. Stock Option Exercise Procedures. Subject to the terms and conditions of the
Plan and this Agreement, you (or, pursuant to Paragraph 7 of this Agreement, a
party acting on your behalf after your death) may exercise your Stock Options in
whole or, from time to time, in part pursuant to the procedures described in the
Prospectus relating to the Plan or as otherwise specified by the Company from
time to time. Payment of the full purchase price of the shares of Stock covered
by the exercise shall be made in the manner prescribed by the Committee from
time to time. If the Committee, in its sole discretion, shall determine that it
is appropriate to do so, such payment may be made in whole or in part by tender
of shares of unrestricted Stock, as set forth in Section 5 of the Plan, subject
to such requirements or procedures as the Committee may specify.
6. Tax Withholding. The Company may in its sole discretion withhold from the
shares of Company common stock issued to you a sufficient number of shares of
such stock based on its fair market value on the date of exercise to cover any
amounts which the Company is required to withhold to comply with withholding
requirements of federal, state, local or foreign tax laws, rules or regulations.
The fair market value for purposes of the second sentence of this paragraph
shall be as determined by the Committee.
7. Restrictions on Transferability. Your stock options are not transferable
otherwise than by will, by the laws of descent and distribution, or by a written
designation referred to in Section 8.5 of the Plan, and are exercisable during
your lifetime only by you. In the event that your Stock Options are to be
exercised by any person other than you, such person shall provide appropriate
proof of his or her right to exercise your Stock Options.
8. Federal Securities Law; Company Policies. You acknowledge that the federal
securities laws and/or the Company's policies regarding trading in its
securities may limit or restrict your right to buy or sell shares of Company
common stock, including, without limitation, sales of Company common stock to
exercise your Stock Options or sales of Company common stock acquired pursuant
to the exercise of your Stock Options. You agree to comply with such federal
securities law requirements and Company policies, as such laws and policies are
amended from time to time.
9. Miscellaneous
a. Authority of the Committee. The Committee has the sole and complete
authority to construe and interpret the Plan and this Agreement. All
determinations of the Committee shall be final and conclusive for all purposes
and upon all persons. The Committee shall be under no
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