Delta Airlines 2008 Annual Report Download - page 150

(f) "Change in Control Date" means the date on which a Change in Control occurs.
(g) "Good Reason" means any of the following that occurs without a Participant's express written consent:
(i) in the case of any Participant, a material diminution or other reduction of such Participant's authorities, duties or responsibilities, other than an
inadvertent act that is promptly remedied by Delta after written notice by such Participant to the Chief Executive Officer of the Company;
(ii) the Participant's office is relocated by more than 50 miles;
(iii) a material reduction of Participant's Base Salary or incentive compensation opportunities, in either case other than pursuant to a uniform
percentage salary reduction for all full-time domestic employees not subject to a collective bargaining agreement;
(iv) the Company does not keep in effect compensation, retirement, health and welfare benefits, or perquisite programs under which the
Participant receives benefits substantially similar, in the aggregate, to those in effect prior to a reduction (other than a reduction pursuant to an
equivalent reduction in such benefits for all full-time domestic employees who are not subject to a collective bargaining agreement); or
(v) a material breach by Delta of any binding obligation to the Participant relating to a material term of the Participant's employment, including,
but not limited to, indemnification or the terms of an award under the Delta Air Lines, Inc. 2007 Performance Compensation Plan, or any failure
of a successor to the Company to assume and agree to perform such obligation.
Notwithstanding the foregoing:
(A) (i) any award made to a Participant under the Delta Air Lines, Inc. Merger Award Program, (ii) any other equity-based awards or other
incentive compensation awards made to a Participant by any of Delta (or any Affiliate) or Northwest Airlines Corporation (or any subsidiary) either on
or before January 1, 2009, and (iii) any equity-based awards, incentive compensation, retention payment, , special travel or other benefits provided to a
Participant solely as a result of his or her initial employment with Delta or any Affiliate, will be ignored for purposes of determining whether a
Participant has suffered a reduction that constitutes Good Reason;
(B) with respect to any Participant who was employed by Northwest Airlines Corporation or any subsidiary thereof immediately prior to
October 29, 2008, all compensation and benefit programs provided to such Participant prior to that date by Northwest or any subsidiary thereof,
including, without limitation, the Participant's base salary, will be ignored for purposes of determining whether a Participant has suffered a reduction
that constitutes Good Reason;
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