Delta Airlines 2008 Annual Report Download - page 139

(c) Pre Merger Officer or Director and Prior Plan Benefits. An Officer or Director employed by Delta as an officer or director on October 28, 2008 who
was not advised by Delta that his or her employment would be terminated on or before January 1, 2009 (a "Pre Merger Officer or Director") shall be
eligible to receive benefits under the Prior Plan until October 29, 2010. During such time, a Pre Merger Officer or Director shall also be eligible for
benefits under the 2009 Plan, but will not be eligible for duplicate benefits under both plans. After October 29, 2010, any Pre Merger Officer or
Director who remains employed by Delta (or any Affiliate) as an Officer or Director shall be eligible for benefits under the 2009 Plan, but not the Prior
Plan.
3. TERMINATION OF EMPLOYMENT AND ELIGIBILITY
(a) Severance Event. Subject to Section 2, a Participant shall be eligible to receive the benefits described in Section 4 if after January 2, 2009 he incurs a
"Severance Event" which shall be defined as any of the following:
(i) the Participant's employment is terminated by Delta other than for Cause. If a Participant who is eligible for early, special early or normal
retirement under the Company's retirement plan or policy is, or would be, terminated by the Company without Cause, such Participant shall be
considered to have been terminated by the Company without Cause for purposes of the 2009 Plan rather than having retired, but only if the
Participant acknowledges that, absent retirement, the Participant would have been terminated by the Company without Cause. If, however, the
employment of a Participant who is eligible for retirement is terminated by the Company for Cause, then regardless of whether the Participant is
considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of the 2009 Plan, the Participant's
employment shall be considered to have been terminated by the Company for Cause;
(ii) the Participant (other than the Chief Executive Officer and the President of the Company as of October 29, 2008) (A) resigns from
employment with Delta for Good Reason during the period beginning on a Change in Control Date and ending on the second anniversary thereof
(provided that the event that constitutes Good Reason must occur after the Change in Control) and (B) was employed by Delta as of the Change
in Control Date; or
(iii) with respect to either the Chief Executive Officer or the President of the Company as of October 29, 2008, the Participant resigns for Good
Reason.
(b) Condition Precedent to Receipt of Any Benefits Under the Plan. In order to receive the benefits of the 2009 Plan, eligible Participants must first sign
a Separation Agreement and General Release prepared by Delta (the "Agreement") within 45 days of the date that the Agreement is presented to the
Participant. Participants who fail to sign the Agreement within 45 days or who rescind the Agreement within the applicable Revocation Period are not
eligible to receive benefits under the 2009 Plan. The Agreement is designed to ensure that both Delta and the Participant have their rights and
obligations in connection with the termination of employment established with certainty and finality. Delta is offering benefits under this 2009 Plan in
exchange for the
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