Delta Airlines 2003 Annual Report Download - page 277

unvested portion of the participant's Retention Award shall immediately
lapse and be forfeited at the time of such termination of employment.
Any vested portion of the participant's Retention Award which has not
been paid as of such termination of employment shall be paid in
accordance with the terms of the Program.
d. Change in Control On or Before April 2, 2004. If, on
or before April 2, 2004, there is a Change in Control (as defined in
the Delta 2000 Performance Compensation Plan) while a participant is
employed by Delta, a pro rata portion of the participant's Retention
Award shall vest on the date of the Change in Control and be paid in
cash within 30 days thereafter. The pro rata portion of the
participant's Retention Award which shall vest under this Section 5(d)
will be determined by multiplying the Retention Award by a fraction,
(i) the numerator of which is the number of full and partial months
(rounded to two decimal places) the participant was continuously
employed by Delta during the period beginning on January 1, 2002 and
ending on the date of the Change in Control; and (ii) the denominator
of which is 27, provided, however, that in no event shall such fraction
be greater than 1.
e. Change in Control During Period Beginning April 3,
2004 and Ending April 2, 2006. If, during the period beginning April 3,
2004 and ending April 2, 2006, there is a Change in Control while a
participant is employed by Delta, any unvested portion of the
participant's Retention Award shall vest on the date of the Change in
Control and be paid in cash within 30 days thereafter.
f. Discharge of Liabilities. The payment to a
participant of amounts due under Section 5(d) or Section 5(e) of the
Program shall discharge all liabilities of Delta to the participant (i)
under the Program; and (ii) only with respect to the Program, under any
executive retention protection agreement or employment agreement
between Delta and the participant.
SECTION 4. Amendment to Section 10 of the Retention Program. Section 10
of the Retention Program is hereby amended in its entirety to read as follows:
10. Waiver of Retention Award in Connection With the Emergency
Wartime Supplemental Appropriations Act of 2003
Notwithstanding anything in the Program to the contrary, in
the event the Committee shall determine in its reasonable discretion
that making any payment to which a participant may be otherwise
entitled under the Program would cause Delta to violate its agreement
to limit "Total Cash Compensation" to "Executive Officers" (each as
defined under the agreement between Delta and the United States of
America dated May 6, 2003 (the "Government Contract") entered into
pursuant to
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