Delta Airlines 2008 Annual Report Download - page 186

(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.
5. Definitions. For purposes of the MAP, 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 MAP, "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.
(b) For purposes of the MAP, "Good Reason" shall have the meaning set forth in the 2007 Performance Plan except: (i) any Award made to a
Participant under the MAP, (ii) any other equity-based awards or other incentive compensation awards made to a Participant by any of Delta (or
any Affiliate) or Northwest (or any subsidiary) at or prior to the closing of the Merger and (iii) any retention payment or special travel benefits
provided to a Participant as a result of his or her initial employment with Delta or any Affiliate, will be ignored for purposes of determining
whether a Participant has suffered a reduction that constitutes Good Reason under the MAP. Furthermore, with respect to any Participant who
was employed by Northwest or any subsidiary thereof immediately prior to the closing of the Merger, all compensation and benefit programs
provided to such Participant prior to the Merger by Northwest or any subsidiary thereof, including, without limitation, the Participant's base
salary, will be ignored for purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under the MAP.
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