Delta Airlines 2007 Annual Report Download - page 130

and strategies; all compensation and incentive programs for employees; all alliance agreements, plans and processes; all plans, strategies, and agreements
related to the sale of assets; all third party provider agreements, relationships, and strategies; all business methods and processes used by Delta and its
employees; all personally identifiable information regarding Delta employees, contractors and applicants; and all lists of actual or potential customers or
suppliers maintained by Delta. The term "Confidential and Proprietary Information" does not include information that has become generally available to the
public by the act of one who has the right to disclose such information. Nothing in this Agreement is intended, or shall be construed, to limit the protections of
any applicable law protecting confidential or proprietary information.
11. Employee Non-Solicitation Agreement. During the one-year period following the Effective Date, I will not directly or indirectly (on my own behalf
or on behalf of any other person, company, partnership, corporation or other entity), employ or solicit for employment any individual who is a management or
professional employee of Delta for employment with any entity or person other than Delta or its subsidiaries or solicit, encourage or induce any such person to
terminate their employment with Delta and its subsidiaries. The restrictions set forth in this Section shall be limited to those Company management or
professional employees who: (i) were employed by Delta during my employment in a supervisory or administrative job; and (ii) with whom I had material
professional contact during my employment with Delta.
12 Non-Competition Agreement. I acknowledge that Delta competes in a worldwide passenger air travel market, and Delta's business plan is
increasingly international in scope. Such business plan continues to focus on international air travel as a critical component, but will also continue to provide
primarily domestic air travel service. I acknowledge that the airlines listed below are particular competitors to Delta in the domestic or international market,
and employment with any of the listed carriers would create more harm to Delta relative to my possible employment or consulting with other air passenger
carriers or air cargo carriers. I agree that the restrictions placed on me under this paragraph will not prevent from earning a livelihood, given the large number
of worldwide and domestic air carriers not included in the list below. During the one-year period following the Effective Date, I will not on my own behalf or
on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, provide the same or substantially similar
services, as an employee, consultant, partner, or in any other capacity, to any of the following entities, which I hereby acknowledge are all competitors of
Delta: AMR Corporation, American Airlines, Inc., , Continental Airlines, Inc., Southwest Airlines Co., UAL Corporation, United Air Lines, Inc., US
Airways, Inc., Jet Blue Airways, Inc., AirTran Airways, Inc., , Virgin America or Northwest Airlines, Inc. (individually and collectively, the "Competitor").
This restriction shall only apply to the extent that I may not provide services to the Competitor: (a) while working within a fifty (50) mile radius of the city
limits of Atlanta, Georgia; or (b) while working out of or within a fifty mile radius of the corporate headquarters of the Competitor. Provided further, this
paragraph shall not apply to any employment with any Competitor as a line pilot only, and for which I provide no management services.
13 Arbitration. I hereby agree that except as expressly set forth below, all disputes and any claims arising out of or under or relating to this Agreement,
including without limitation any dispute or controversy as to the validity, interpretation, construction, application, performance, breach or enforcement of this
Agreement or any of its terms, shall be submitted for, and settled by, mandatory, final and binding arbitration in accordance with the Commercial Arbitration
Rules then prevailing of the American Arbitration Association. Unless an alternative locale is otherwise agreed to in writing by the parties to this Agreement,
the arbitration shall be conducted in the City of Wilmington, Delaware. The arbitrator will apply Delaware law to the merits of any dispute or claim, without
reference to rules of conflict of law. Any award rendered by the arbitrator shall provide the full remedies available to the parties under the applicable law and
shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon
in any court having jurisdiction. I hereby consent to the personal jurisdiction of the state and federal courts located in the State of Delaware for any action or
proceeding arising from or relating to any arbitration under this Agreement. The prevailing party in any such arbitration shall be entitled to an award by the
arbitrator of all reasonable attorneys' fees and expenses incurred in connection with the arbitration. However, Delta will pay all fees associated with the
American Arbitration Association and the arbitrator. All parties must initial here for this Section 12 to be effective:
/s/ JCS Joseph C. Kolshak
/s/ RLK Robert Kight, Vice-President, Compensation and Benefits, Delta Air Lines, Inc.