Delta Airlines 2008 Annual Report Download - page 180

EXHIBIT 10.20(a)
DELTA AIR LINES, INC. MERGER AWARD PROGRAM
1. Purpose. The Merger Award Program (the "MAP") is an equity-based long-term incentive program sponsored by Delta Air Lines, Inc. ("Delta" or the
"Company") for key employees of Delta, Northwest Airlines Corporation ("Northwest") and their respective subsidiaries. The MAP is intended (a) to retain
key employees following the merger of a subsidiary of Delta with and into Northwest (the "Merger"); and (b) to align their interests with Delta's and
Northwest's other employees and stakeholders.
The MAP is being adopted under the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the "2007 Performance Plan"). It is subject to the terms of
the 2007 Performance Plan and a Participant's MAP Award Agreement ("Award Agreement").
Capitalized terms that are used but not defined in the MAP shall have the meaning ascribed to them in the 2007 Performance Plan. For purposes of the MAP,
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.
The MAP shall become effective at the closing of the Merger. Prior to such closing, no Awards may be granted under the MAP.
2. Individual Award Agreements. Any person offered an Award under the MAP may be required to sign an individual Award Agreement which includes the
terms of the Award. Execution by such person of his or her Award Agreement will be a prerequisite to the effectiveness of the Award under the MAP and to
the person's becoming a Participant in the MAP.
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) or (v) 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 MAP, the Restrictions shall lapse
and be of no further force or effect at the following times with respect to the following percentages of Shares included in any Award of Restricted Stock
under the MAP:
20% on May 1, 2009 ("First Installment Date");