Delta Airlines 2008 Annual Report Download - page 188

EXHIBIT 10.20(b)
OFFICER MODEL
DELTA AIR LINES, INC. MERGER AWARD PROGRAM
AWARD AGREEMENT
Date of this Agreement:
Grant Date:
[Name]
This Award Agreement (the "Agreement") describes some of the terms of your award (the "Award") under the Delta Air Lines, Inc. Merger Award Program
(which is subject to the Delta Air Lines, Inc. 2007 Performance Compensation Plan) (the "MAP"). Your Award is subject to the terms of the MAP and this
Agreement. Capitalized terms that are used but not otherwise defined in this Agreement have the meaning set forth in the MAP. In order for this Award to
remain effective, you must accept the Award in accordance with Section 9 on or before the date that is 30 calendar days after the date of this Agreement (the
"Acceptance Date"). If you do not accept the Award as required, the Award and this Agreement will become void and of no further effect as of 5:00 pm
Eastern Time on the Acceptance Date.
1. Summary of Award. Your Award will include Restricted Stock and a Non-Qualified Stock Option ("Stock Option") as described below. Terms
applicable to your Award, including the lapsing of the Restrictions on your Restricted Stock, the exercisability of your Stock Option and the forfeitability of
your Award, are included in the MAP.
(a) Restricted Stock. You are hereby awarded, on the Grant Date above (the "Grant Date"), Restricted Stock for [NUMBER] shares of Delta
Common Stock, par value $0.0001 per share ("Common Stock").
(b) Non-Qualified Stock Option. You are hereby awarded, on the Grant Date, a Stock Option exercisable for [NUMBER] shares of Common
Stock. The exercise price of the Stock Option will be the closing price of a share of Common Stock on the NYSE on the Grant Date.
2. Restrictive Covenants. In exchange for the Award, you hereby agree as follows:
(a) Trade Secrets. You hereby acknowledge that during the term of your employment with Delta Air Lines, Inc., its subsidiaries and affiliates
("Delta"), you have acquired and will continue to acquire knowledge of secret, confidential and proprietary information regarding Delta and its business
that fits within the definition of "trade secrets" under the law of the State of Georgia, including, without limitation, information regarding Delta's
present and future operations, its financial operations, marketing plans and strategies, alliance agreements and relationships, its compensation and
incentive programs for employees, and the business methods used by Delta and its employees, and other information which derives economic value,
actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (each, a "Trade Secret").
You hereby agree that for so long as such information remains a Trade Secret as defined by Georgia law, you will hold in a fiduciary capacity for the
benefit of Delta and shall not directly or indirectly make use of, on your own behalf or on behalf of others, any Trade Secret, or transmit, reveal or
disclose any Trade Secret to any person, concern or entity. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any
applicable law protecting trade secrets.