Delta Airlines 2008 Annual Report Download - page 140

execution of the Agreement. The Agreement shall be in a form provided by and satisfactory to Delta and may include, without limitation, a release in
favor of Delta and its employees, directors and Affiliates and certain non-competition, non-solicitation and non-recruitment agreements for the benefit
of Delta; provided, however, that for the two year period following a Change in Control, the Agreement shall be in substantially the same form as the
form of Agreement used immediately prior to the Change in Control.
4. DESCRIPTION OF SPECIFIC BENEFITS
Upon a Severance Event, each Participant will be eligible for the following benefits:
(a) Severance Pay. A Participant will be eligible for "Severance Pay", in an amount determined as described below, and based on the Participant's job
level at the time of the Severance Event. If however, the Severance Event is described in Section 3(a)(ii) or (iii) above and the event which constitutes
Good Reason is a significant diminution of the Participant's position, responsibilities or duties, Severance Pay shall be based on the Participant's MIP
Target Award prior to the diminution which gave rise to the Participant's resignation. Severance Pay will be paid as a one-time lump-sum payment
promptly following the Participant's Severance Event and fulfillment of the other eligibility criteria including compliance with Section 3(b) above, but
in no event shall be paid more than two and one half months following the end of the year in which the Severance Event occurs. All applicable federal,
state, and local taxes will be withheld from all Severance Pay. Severance Pay will not be considered as earnings under any qualified or non qualified
plan or program sponsored by Delta or any Affiliate. Each Participant will be eligible for Severance Pay in an amount equal to:
(i) 6 months Base Salary for Directors, plus 50% of any applicable MIP Target Amount;
(ii) 9 months Base Salary for Managing Directors, plus 75% of any applicable MIP Target Amount;
(iii) 12 months Base Salary for Vice Presidents, plus 100% of any applicable MIP Target Amount;
(iv) 15 months Base Salary for Senior Vice Presidents, plus 125% of any applicable MIP Target Amount;
(v) 18 months Base Salary for Executive Vice Presidents, plus 150% of any applicable MIP Target Amount ; and
(vi) 24 months Base Salary for the President or Chief Executive Officer, plus 200% of any applicable MIP Target Amount.
(b) Extension of Benefits During Severance Period. A Participant shall be eligible for the following extended benefits for the periods noted below.
(i) Medical/Dental and Life Insurance Benefits.
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