Delta Airlines 2008 Annual Report Download - page 143

(c) Career Transition Services. Participants are eligible to receive career transition services valued at up to $5,000 at a career transition services firm
chosen by Delta. Delta shall pay such firm directly for such services. The career transition services may include seminars, job search work teams,
productivity clinic, resumé preparation, assessments, resource library, on-line database, job lead development, individual counseling, administrative
support, computer lab, and workspace phone/fax. The eligibility to receive these services will expire upon the first of (x) the Participant becoming
employed; (y) the expiration of the Severance Period; or (z) the last day of the second year following the taxable year in which the Participant separated
from service for purposes of Section 409A of the Code.
(d) Financial Planning Services. Participants are eligible for continuation of the financial planning services for which they are eligible at the time of
their separation from Delta. A Participant shall be reimbursed for any covered expenses; Delta shall not provide direct payments to the vendor for such
services. The eligibility to receive such reimbursement will expire at the conclusion of the calendar year in which the Participant separates from Delta,
even if that occurs during the Severance Period. All reimbursements for such services must be made by the end of the third year following the taxable
year in which the Participant separated from service for purposes of Section 409A of the Code.
(e) Gross-Up Payment
(i) Gross-Up Payments. In the event that a Participant becomes entitled to benefits under the 2009 Plan, Delta shall pay to such Participant an
additional lump sum payment (the "Gross-Up Payment"), in cash, equal to the amounts, if any, described below:
(A) Subject to Section 4(e)(i)(B) below, if any portion of any payment under this 2009 Plan, when taken together with any payment under
any other agreement with or plan of Delta (in the aggregate "Total Payments") would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"); or any interest or penalties with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Participant shall be entitled to an additional amount
such that after payment by the Participant of all such Participant's applicable federal, state and local taxes, including any Excise Tax, imposed upon
such additional amount, the Participant will retain an amount sufficient to pay the Excise Tax imposed on the Total Payments (provided that the Gross-
Up Payment to be made under this provision and any other similar gross-up payment made under any similar Excise Tax reimbursement provision
included in any other agreement with, or plan of, the Company shall not, when taken as an aggregate, exceed the Gross-Up Payment).
(B) Notwithstanding the provisions of Section 4(e)(i)(A) above, if it shall be determined that the Participant would be entitled to a Gross-
Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments
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