Delta Airlines 2008 Annual Report Download - page 160

considered to have been terminated by the Company without Cause for purposes of the 2009 LTIP rather than having retired, but only if the
Participant acknowledges that, absent Retirement, the Participant would have been terminated by the Company without Cause. If, however, the
employment of a Participant who is eligible for Retirement is terminated by the Company for Cause, then regardless of whether the Participant is
considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of the 2009 LTIP, the Participant's
employment shall be considered to have been terminated by the Company for Cause.
(viii) Change in Control. Notwithstanding the forgoing and subject to Section 4 below, upon a Participant's Termination of Employment by the
Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he is employed by an
Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) on or after a Change in Control but prior to the second anniversary
of such Change in Control, the Participant's outstanding Performance Award shall immediately become vested at the target level and such amount will
be paid in cash to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by the Company
without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control occurs thereafter during the Performance Period,
such Participant's Adjusted Performance Award will immediately become vested and be paid in cash to the Participant as soon as practicable.
4. Gross-Up for Certain Taxes.
(a) Gross-Up Payments. In the event that a Participant becomes entitled to benefits under the 2009 LTIP, the Company shall pay to the Participant an
additional lump sum payment (the "Gross-Up Payment"), in cash, equal to the amounts, if any, described below:
(i) Subject to sub-section (ii) below, if any portion of any payment under the 2009 LTIP, when taken together with any payment under any other
agreement with or plan of the Company (in the aggregate "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as
the "Excise Tax"), then the Participant shall be entitled under this sub-section 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).
(ii) Notwithstanding the provisions of sub-section (i) 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 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 in Section 4(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of
the Code.
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