Delta Airlines 2003 Annual Report Download - page 271

services which are directly related to the provision of air transportation
services into, within or from the United States, as no smaller geographical
restriction will adequately protect the legitimate business interest of the
Company.
Key Employee acknowledges and agrees that the above provision is both
fair and reasonable with respect to both parties to this Agreement and not in
the nature of a penalty.
11. Funding of Benefit. Subject to the reductions to Key
Employee's benefits described in this Agreement of amounts, if any, in Key
Employee's Employee Grantor Trust, the benefits provided by this Agreement shall
be paid, to the extent they become due, from the Company's general assets or by
such other means as the Company deems advisable. To the extent Key Employee
acquires the right to receive payments from the Company under this Agreement,
such right shall be no greater than that of a general creditor of the Company.
In the event that the Company in its sole discretion establishes a reserve or
bookkeeping account for the benefits payable under this Agreement, the Key
Employee shall have no proprietary or security interest in any such reserve or
account.
12. Nonassignability of Benefits. No benefit payable under this
Agreement may be assigned, transferred, encumbered or subjected to legal process
for the payment of any claim against Key Employee, his or her Spouse, Domestic
Partner, Eligible Family Member, or beneficiary.
13. No Right to Continued Employment. Nothing in this Agreement
shall be deemed to give Key Employee the right to be retained in the service of
the Company or to deny the Company any right it may have to discharge Key
Employee at any time, subject to the Company's obligation to provide benefits
and amounts as may be required hereunder.
14. Arbitration. The parties acknowledge that any claims or
controversy arising out of this Agreement are subject to arbitration in
accordance with the Plans.
15 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia without regard to
its conflict of laws rules.
16. Successors and Assigns. This Agreement shall be binding upon
the successors and assigns of the parties hereto.
17. Amendment. This writing, including any terms or documents
incorporated herein by reference, supersedes and cancels any previous excess
benefit agreement between Key Employee and the Company. This Agreement may not
be modified orally, but only by writing signed by the parties hereto.
18. Notice. All notices, requests, demands and other
communications under this Agreement, shall be in writing and shall be delivered
personally (including by courier) or mailed by certified mail, return receipt
requested. Refusal to acknowledge receipt of such notice shall constitute
receipt of such notice upon the date it is returned to the sender. Any notice
under this Agreement shall be sent, as the case may be, to Key Employee, his or
her Spouse, Domestic
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