Delta Airlines 2003 Annual Report Download - page 275

Exhibit 10.21
FIRST AMENDMENT TO 2002 RETENTION PROGRAM
First Amendment (this "AMENDMENT") to the Delta Air Lines, Inc. 2002
Retention Program dated as of July 24, 2003 by and between Delta Air Lines,
Inc., a Delaware corporation ("DELTA"), and __________ ("EXECUTIVE").
WHEREAS, on January 23, 2002, the Personnel & Compensation Committee
(the "COMMITTEE") of Delta's Board of Directors adopted the 2002 Retention
Program (the "RETENTION PROGRAM");
WHEREAS, on January 23, 2002, the Committee granted Executive a
retention award opportunity (a "RETENTION AWARD") subject to the terms of the
Retention Program; and
WHEREAS, Delta and Executive have determined that it is in the best
interest of Delta and Executive to amend the terms of the Retention Program as
it relates to Executive as set forth herein;
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. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Retention Program
has the meaning assigned to such term in the Retention Program. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
contained in the Retention Program shall, as it relates to Executive after this
Amendment becomes effective, refer to the Retention Program as amended hereby.
SECTION 2. Amendment to Section 4 of the Retention Program. Section 4
of the Retention Program is hereby amended in its entirety to read as follows:
4. General Rules Regarding Vesting and Payment of Retention
Awards
Subject to the terms of the Program:
a. Vesting and Payment of First Installment. 33.3% of a
participant's Retention Award shall vest on April 2, 2004 and be paid
in cash within 30 days thereafter if the participant is continuously
employed by Delta from January 1, 2002 through and including April 2,
2004.