Delta Airlines 2008 Annual Report Download - page 144

were reduced by an amount that is less than 10% of the portion of the Total Payments that would be treated as "parachute payments" under
Section 280G of the Code, then the amounts payable to the Participant shall be reduced (but not below zero) to the maximum amount that could be paid
to Participant without giving rise to the Excise Tax (the "Safe Harbor Cap"), and no Gross-Up Payment shall be made to the Participant. The reduction
of the Total Payments due hereunder, if applicable, shall be made in such a manner as to maximize the economic present value of all Payments actually
made to the Participant, determined by the Accounting Firm (as defined below) as of the date of the Change in Control using the discount rate required
by Section 280G(d)(4) of the Code.
The amounts payable under this Section 4(e)(i) shall be paid by the Company within ten (10) business days after the receipt of the Accounting Firm's
determination, and in no event later than the end of the Participant's tax year next following the year in which the Excise Tax and any related taxes are
paid to the applicable taxing authority.
(ii) Determinations. In the event of a Change in Control, all determinations required to be made under Section 4(e)(i) above, including the amount
of the Gross-Up Payment, and the assumptions to be used in determining the Gross-Up Payment, shall be made by the nationally recognized accounting
firm generally used by the Company as its financial auditor (the "Accounting Firm") which shall provide detailed supporting calculations both to Delta
and the Participant within twenty (20) business days of the receipt of notice from the Participant that there has been an event giving rise to the right to
benefits under Section 4(e)(i) above, or such earlier time as is requested by Delta. In the event that the Accounting Firm is serving as accountant or
auditor for a person effecting the Change in Control or is otherwise unavailable, the Participant may appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by Delta.
(iii) Subsequent Redeterminations. Unless requested otherwise by the Company, each Participant must use reasonable efforts to contest in good
faith any subsequent determination by the Internal Revenue Service that such Participant owes an amount of Excise Tax greater than the amount
previously determined under Section 4(e)(i); provided, however, that the Participant shall be entitled to reimbursement by Delta of all fees and expenses
reasonably incurred by the Participant in contesting such determination. Such reimbursement of expenses shall be made on a current basis, as incurred,
and in no event later than the end of the Participant's tax year next following the year in which the taxes that are the subject of the audit or proceeding
are remitted to the applicable taxing authority, or where as a result of such audit or proceeding no taxes are remitted, the end of the Participant's tax year
next following the year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the proceeding. In the
event the Internal Revenue Service or any court of competent jurisdiction determines that the Participant owes an amount of Excise Tax that is either
greater or less than the amount previously taken into account and paid under Section 4(e)(i), Delta shall promptly pay to such Participant, or the
Participant shall promptly repay to Delta, as the case may be, the amount of such excess or shortfall. In the case of any payment that Delta is required to
make to the Participant pursuant to the preceding sentence (a "Later Payment"), Delta shall also pay to the Participant an additional
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