Delta Airlines 2008 Annual Report Download - page 161

The amounts payable under this Section 4(a) 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.
(b) Determinations. In the event of a Change in Control, all determinations required to be made under Section 4(a) above, including the amount of the
Gross-Up Payment, whether a payment is required under Section 4(a) above, 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 the Company 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(a) above, or such earlier time as is requested by the Company. 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 the Company.
(c) Subsequent Redeterminations. Unless requested otherwise by the Company, the Participant must use reasonable efforts to contest in good faith any
subsequent determination by the Internal Revenue Service that the Participant owes an amount of Excise Tax greater than the amount previously determined
under Section 4(a)(i); provided, however, that the Participant shall be entitled to reimbursement by the Company 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(a), the Company shall promptly pay to the Participant, or the Participant shall promptly repay to the Company, as the
case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to the Participant pursuant to the
preceding sentence (a "Later Payment"), the Company shall also pay to the Participant an additional amount such that after payment by the Participant of all
the Participant's applicable federal, state and local taxes on such additional amount, the Participant will retain an amount sufficient to pay the total of the
Participant's applicable federal, state and local taxes arising due to the Later Payment. In the case of any repayment of Excise Tax that the Participant is
required to make to the Company pursuant to the second sentence of this Section 4(c), the Participant shall also repay to the Company the amount of any
additional payment received by the Participant from the Company in respect of applicable federal, state and local taxes on such repaid Excise Tax, to the
extent the Participant is entitled to a refund of (or has not yet paid) such federal, state or local taxes. Any payments from one party to the other under this
Section 4(c) shall be made promptly, but in no event later than December 31 of the year after the year in which the excess or shortfall is determined to exist.
Section 5. Definitions. For purposes of the 2009 LTIP, the following definitions are hereby modified as set forth below and will apply in lieu of the
definitions set forth in the 2007 Performance Plan or as modified, as applicable.
(a) For purposes of the 2009 LTIP, "Change in Control" shall have the meaning set forth in the 2007 Performance Plan except that the Merger will
not be considered a Change in Control.
9