Delta Airlines 2003 Annual Report Download - page 254

Exhibit 10.9
AMENDMENT AND WAIVER
Amendment and Waiver dated as of November 18, 2003 (this "AMENDMENT AND
WAIVER") between Delta Air Lines, Inc., a Delaware corporation (the "COMPANY"),
and Leo F. Mullin ("EXECUTIVE").
WHEREAS, Executive serves as Chairman of the Board of Directors of the
Company and is employed as Chief Executive Officer of the Company pursuant to
the terms of the Employment Agreement dated as of November 29, 2002 filed as
Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 (the "EMPLOYMENT AGREEMENT") between the Company and
Executive;
WHEREAS, on February 28, 2003, Executive consented to a 10% reduction
of his Base Salary (as defined in the Employment Agreement), effective March 1,
2003;
WHEREAS, on April 3, 2003, Executive announced that he had voluntarily
elected (i) to reduce his Base Salary by an additional 15% from the level that
existed immediately prior to March 1, 2003; (ii) to forego and waive his right
to an Annual Award (as defined in the Employment Agreement) for fiscal year
2003; (iii) to forego and waive his right to each of the three Renewal Awards
under the Employment Agreement; and (iv) to forego and waive his right to the
retention award granted to him on January 23, 2002 (the "2002 RETENTION AWARD")
under the Company's 2002 Retention Program (the "2002 RETENTION PROGRAM");
WHEREAS, on August 11, 2003, Executive announced that he had
voluntarily elected to forego and waive his right under the Excess Benefit
Agreement dated as of March 15, 2002 (the "EXCESS BENEFIT AGREEMENT") between
the Company and Executive to the Company's third and final contribution to
Executive's Employee Grantor Trust (as defined in the Excess Benefit Agreement);
and
WHEREAS, the Company and Executive believe it is desirable to
memorialize formally each of the matters described in the three immediately
preceding "WHEREAS" clauses of this Amendment and Waiver;
NOW, THEREFORE, in consideration of the foregoing, the agreements set
forth below and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1. 10% Reduction of Base Salary. Executive hereby affirms and
acknowledges that Executive consented to a 10% reduction of his Base Salary,
effective March 1, 2003, with such reduction to continue for so long as the
Personnel &