Delta Airlines 2008 Annual Report Download - page 168

Exhibit 10.19
DELTA AIR LINES, INC.
2009 MANAGEMENT INCENTIVE PLAN
1. Purpose. The 2009 Management Incentive Plan (the "MIP") is an annual cash 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 plan goals in 2009; and (b) align the interests of management employees with the Company's other employees and stakeholders. The
MIP is being adopted under, and is subject to the terms of, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the "2007 Plan"). Capitalized
terms that are used but not defined in the MIP shall have the meaning ascribed to them in the 2007 Plan.
2. Plan Administration. (a) The Personnel & Compensation Committee of the Board of Directors (the "Committee") shall be responsible for the general
administration and interpretation of the MIP and for carrying out its provisions. The Committee shall have such powers as may be necessary to discharge its
duties hereunder, including, without limitation, the following powers and duties, but subject to the terms of the MIP:
(i) authority to construe and interpret the terms of the MIP, and to determine eligibility, awards and the amount, manner and time of payment of
any awards hereunder;
(ii) authority to prescribe forms and procedures for purposes of MIP participation and distribution of awards;
(iii) authority to adopt rules and regulations and to take such actions as it deems necessary or desirable for the proper administration of the MIP;
and
(iv) authority at any time prior to a Change in Control to eliminate or reduce the actual payout to any Participant in the MIP. 1
(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the MIP shall be conclusive and binding on all persons, and
shall be given the maximum deference permitted by law.
3. Eligibility. All Delta employees worldwide who are either officers, managing directors, directors, grade 11, grade 10 or grade 8 are eligible to participate in
the MIP ("Participants").
4. MIP Awards.
(a) General. The MIP award (the "MIP Award") each Participant receives, if any, will be based on: (i) the Participant's Target MIP Award, as defined
below; (ii) the level of achievement within each applicable performance measure; and (iii) with respect to the Financial Performance measure, as described
below, the occurrence of a payout for 2009 under the Company's broad-based employee profit sharing program (the "Profit Sharing Program"). Certain
additional requirements will apply to any Participant who, as of December 31, 2009, is employed by the Company as an executive vice president or more
senior officer or holds the position of general counsel or chief financial officer of the Company ("Executive Officer Participant"), as discussed in
Section 7(b) below.
1For purposes of the MIP, the merger of a subsidiary of Delta with and into Northwest Airlines Corporation on October 29, 2008 shall not be considered
a Change in Control.