Delta Airlines 2008 Annual Report Download - page 138

Exhibit 10.14
DELTA AIR LINES, INC.
OFFICER AND DIRECTOR SEVERANCE PLAN
As Amended and Restated as of January 2, 2009
1. INTRODUCTION
Delta Air Lines, Inc. (the "Company" or "Delta") adopted the 2007 Officer and Director Severance Plan (the "Prior Plan") for eligible Officer and Director
level employees of the Company. Delta hereby amends and restates the Prior Plan as the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan (the
"2009 Plan") effective as of January 2, 2009. Participants in the Prior Plan whose employment terminates on or prior to January 2, 2009 shall not be eligible
for benefits under the 2009 Plan, but shall only be eligible for benefits under the Prior Plan, subject to any other separately granted contractual rights they may
have. Except as provided in the previous sentence and as provided below with respect to certain Officers and Directors who were actively employed by Delta
as of October 28, 2008, the terms of the Prior Plan shall no longer be in effect as of January 2, 2009.
Capitalized terms that are not otherwise defined in the text of this 2009 Plan are defined in Section 11 below.
2. PARTICIPATION
(a) General. Any employee of the Company who on or after January 2, 2009 is paid through the U.S. payroll and is classified as a full-time Director (a
"Director") or Officer (an "Officer") of the Company according to the Company's Human Resources records (a "Participant") is eligible to participate
in this Plan in accordance with the terms described below. In addition, an officer or director of an Affiliate may be designated as a Participant by the
Plan Administrator in his sole discretion if (i) the Affiliate does not offer a severance plan or program to its executive employees; or (ii) the officer or
director is not eligible to participate in the severance plan or program the Affiliate does offer. In these circumstances, the Plan Administrator shall
determine in his sole discretion the level at which the officer or director may participate in the 2009 Plan. For example, an employee of an Affiliate may
be a Vice President of an Affiliate, but may be designated by the Plan Administrator to participate in the 2009 Plan at the Director level.
(b) Former Northwest Officers and Directors. Notwithstanding anything in the 2009 Plan to the contrary, any Officer or Director who (i) on October 28,
2008 was either (A) an officer of Northwest Airlines, Inc. or (B) a managing director, director or other employee of Northwest Airlines, Inc. who
participated in the Northwest Airlines, Inc. Non-Officer Change of Control Severance Plan, and (ii) became an Officer or Director of Delta on or after
October 29, 2008, shall not participate in the 2009 Plan until October 29, 2010 unless such person was a Senior Vice President or higher of Delta on
October 29, 2008, in which case such person shall not participate in the 2009 Plan until October 29, 2011. After such dates, any such Officer or Director
shall be eligible for all benefits hereunder.
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