Delta Airlines 2008 Annual Report Download - page 147

A Participant must timely exhaust the administrative remedies allowed under the 2009 Plan as described above before filing any legal action on a claim. The
previously described procedure is the exclusive administrative claims procedure provided under the 2009 Plan.
7. AMENDMENT
Except as expressly set forth herein, the Company may amend or terminate the 2009 Plan at any time; provided, however, that as of a Change in Control Date,
no amendment to or termination of the 2009 Plan that is adverse to any person who is an employee of Delta on the Change in Control Date shall be effective
until after the second anniversary of such Change in Control Date.
8. SUCCESSORS AND ASSIGNS
The 2009 Plan shall be binding upon Delta's successors and assigns.
9. GOVERNING LAW
The 2009 Plan is governed by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), but it is intended to qualify as a plan
maintained for the purpose of providing benefits to a select group of management or highly compensated employees. As such, it is exempt from certain
provisions of ERISA pursuant to ERISA Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b) and applicable regulations (including U.S. Department of Labor
Regulation 2520.104-23). However, some of the underlying benefits provided for under the terms of the 2009 Plan, such as travel privileges, financial
planning and career transition services are not governed by ERISA, and their inclusion in the 2009 Plan does not deem them subject to ERISA. To the extent
not superseded by ERISA, the 2009 Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive laws of the
State of Georgia and construed accordingly.
10. SECTION 409A OF THE INTERNAL REVENUE CODE
To the extent required to be in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(together, "Section 409A"), notwithstanding any other provision of this Plan, (a) any payment or benefit to which a Participant is eligible under this Plan,
including a Participant who is a "specified employee" as defined in Section 409A, shall be adjusted or delayed and (b) any term of the Plan may be adjusted,
in such manner as to comply with Section 409A and maintain the intent of this Plan to the maximum extent possible. More specifically, to the extent any
payment or benefit provided to a Participant under the 2009 Plan constitutes non excepted deferred compensation under Section 409A and the Participant is at
the time of his termination of employment considered to be a "specified employee" pursuant to the Company's policy for determining such employees, the
payment of any such non excepted amount and the provision of such non excepted benefits will be delayed for six months following the Participant's
separation from service. Notwithstanding the foregoing, Delta shall not have any liability to any Participant or any other person if any payment or benefit is
determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and does not satisfy the additional conditions applicable
to nonqualified deferred compensation under Section 409A.
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