Delta Airlines 2008 Annual Report Download - page 185

4. Gross-Up for Certain Taxes.
(a) Gross-Up Payments. In the event that a Participant becomes entitled to benefits under the MAP, 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 MAP, 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.
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.
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