Delta Airlines 2003 Annual Report Download - page 255

Compensation Committee of the Board of Directors of the Company (the
"COMMITTEE") determines in its sole discretion.
SECTION 2. Additional 15% Reduction of Base Salary. Executive hereby
affirms and acknowledges that, effective April 1, 2003, Executive voluntarily
elected to reduce his Base Salary by an additional 15% from the level that
existed immediately prior to March 1, 2003, with such reduction to continue
until Executive provides the Committee with a written notice that such reduction
shall be restored on a prospective basis.
SECTION 3. Waiver of Annual Award. Executive hereby affirms and
acknowledges that, effective April 3, 2003, Executive voluntarily elected to
forego and waive his right to receive an Annual Award with respect to fiscal
year 2003.
SECTION 4. Waiver of Renewal Awards. Executive hereby affirms and
acknowledges that, effective April 3, 2003, Executive voluntarily elected to
forego and waive his right to each of the three Renewal Awards which are
provided under Section 3.06(a), and set forth in Exhibits A, B and C, of the
Employment Agreement.
SECTION 5. Waiver of 2002 Retention Award. Executive hereby affirms and
acknowledges that, effective April 3, 2003, Executive voluntarily elected to
forego and waive his right to his 2002 Retention Award under the 2002 Retention
Program.
SECTION 6. Waiver of Funding Contribution. Executive hereby affirms and
acknowledges that, effective August 11, 2003, Executive voluntarily elected to
forego and waive his right under the Excess Benefit Agreement to the Company's
third and final contribution, scheduled to be made in 2004, to Executive's
Employee Grantor Trust.
SECTION 7. Effect of Amendment and Waiver. Except as expressly amended
or waived as set forth in this Amendment and Waiver, all of the provisions of
the Employment Agreement and the Excess Benefit Agreement shall remain in full
force and effect without modification or waiver. Notwithstanding the foregoing,
(i) nothing contained herein, in the Employment Agreement as modified or waived,
or the Excess Benefit Agreement as modified or waived, shall supercede the
Waiver dated as of July 24, 2003 (the "GOVERNMENT CONTRACT WAIVER") between the
Company and Executive relating to the compensation limits under the Emergency
Wartime Supplemental Appropriations Act of 2003 and (ii) the Government Contract
Waiver shall remain in full force and effect.
SECTION 8. Governing Law. This Amendment and Waiver shall be governed
by and construed in accordance with laws of the State of Georgia without
reference to principles of conflict of laws.
SECTION 9. Successors. This Amendment and Waiver shall be binding upon
the Company's successors and assigns and Executive's personal and legal
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