Delta Airlines 2003 Annual Report Download - page 278

the Emergency Wartime Supplemental Appropriations Act of 2003) under
Paragraph 4.1 of the Government Contract, such participant shall not be
entitled to such payment and, instead, the Committee shall reduce such
payment (in whole or in part) by an amount, determined by the Committee
in its reasonable discretion, such that Delta shall not be in such
violation. Further, in the event the Committee determines in its
reasonable discretion that any previously made payment to a participant
under the Program would cause Delta to violate Paragraph 4.1 of the
Government Contract (such payment, an "Excess Payment"), upon
notification from the Committee, such participant shall promptly repay
such Excess Payment to Delta. Delta shall have the right to set-off any
Excess Amount against any obligation to make a payment or honor a
commitment to a participant.
SECTION 5. Waiver of Delta's Negative Discretion in Connection with
Long-Term Performance Award. In consideration for the amendments to the
Retention Program as set forth herein, provided that Executive's employment with
Delta continues through December 31, 2003, Delta hereby waives the Committee's
right pursuant to Section 6 of Executive's Performance-Based Restricted Stock
Agreement dated January 25, 2001 to reduce the amount of Executive's performance
award payable in calendar year 2004 thereunder.
SECTION 6. Effectiveness. This Amendment shall be effective as of the
date first above written.
SECTION 7. Effect of Amendment. Except as amended or waived hereby, all
of the provisions of the Retention Program shall remain in full force and effect
without modification or waiver.
SECTION 8. Entire Agreement. This Amendment constitutes the entire
agreement between Delta and Executive with respect to the subject matter hereof,
and supersedes any other prior agreement, written or oral, between the parties
with respect thereto. This Amendment may only be amended by written instrument
signed by both Delta and Executive.
SECTION 9. Governing Law. This Amendment and all determinations made
and actions taken hereunder shall be governed by the internal substantive laws,
and not the choice of law rules, of the State of Georgia, and construed
accordingly, to the extent not superseded by applicable federal law.
SECTION 10. Successors. This Amendment shall be binding upon
Executive's personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
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