Delta Airlines 2008 Annual Report Download - page 153

Exhibit 10.17(a)
DELTA AIR LINES, INC.
2009 LONG-TERM INCENTIVE PROGRAM
1. Purpose. The 2009 Long-Term Incentive Program (the "2009 LTIP") is a long term incentive program sponsored by Delta Air Lines, Inc. ("Delta" or the
"Company") that is intended to: (a) closely link pay and performance by providing management employees with a compensation opportunity based on Delta's
achieving key business objectives; and (b) align the interests of management employees with the Company's other employees and stakeholders.
The 2009 LTIP is being adopted under the Delta Air Lines, Inc. 2007 Performance Compensation Plan ("2007 Performance Plan"). It is subject to the terms
of the 2007 Performance Plan and an individual's 2009 LTIP Award Agreement ("Award Agreement").
Capitalized terms that are used but not defined in the 2009 LTIP shall have the meaning ascribed to them in the 2007 Performance Plan. For purposes of the
2009 LTIP, the definitions of "Change in Control," "Good Reason," and "Retirement" as set forth in the 2007 Performance Plan are hereby replaced or
modified under Section 5 below, and shall apply as set forth in Section 5 in lieu of the definitions of these terms in the 2007 Performance Plan or as modified,
as applicable.
2. Individual Award Agreements. Any person offered an Award under the 2009 LTIP will be required to sign an individual Award Agreement. Execution
by such person of his or her Award Agreement will be a prerequisite to the effectiveness of the Award under the 2009 LTIP and to the person's becoming a
Participant in the 2009 LTIP.
3. Awards.
(a) Restricted Stock.
(i) Award Grant. A Participant may receive Restricted Stock as specified in the Participant's Award Agreement (the "Restricted Stock").
(ii) Grant Date. The Grant Date of the Restricted Stock will be determined by the Committee and set forth in a Participant's Award Agreement.
(iii) Restrictions. Until the restrictions imposed by this Section 3(a) (the "Restrictions") have lapsed pursuant to Section 3(a)(iv), (v) or
(vi) below, a Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the Restricted Stock and the Restricted
Stock will be subject to forfeiture as set forth below.
(iv) Lapse of Restrictions—Continued Employment. Subject to the terms of the 2007 Performance Plan and the 2009 LTIP, the Restrictions shall
lapse and be of no further force or effect with respect to one-half of the Shares of Restricted Stock on February 1, 2010 ("First Installment Date") and
the remaining one-half on February 1, 2011 ("Second Installment Date").1
1If this formula results in any fractional Share allocation to any Installment Date, the number of Shares with respect to which the Restrictions lapse on
the First Installment Date will be rounded up, and the number of shares with respect to which the Restrictions lapse on the Second Installment Date will
be rounded down, to the nearest whole Share so that only full Shares are covered by each Installment Date.