Delta Airlines 2008 Annual Report Download - page 191

monetary damages will not be an adequate remedy. You further acknowledge that if any such provision is breached or threatened to be breached, Delta
will be entitled to seek a temporary restraining order, preliminary injunction or other equitable relief in aid of arbitration in any court of competent
jurisdiction without the necessity of posting a bond, restraining you from continuing to commit any violation of the covenants, and you hereby
irrevocably consent to the jurisdiction of the state and federal courts of the State of Delaware, with venue in Wilmington, which shall have jurisdiction
to hear and determine any claim for a temporary restraining order, preliminary injunction or other equitable relief brought against you by Delta in aid of
arbitration.
(c) Consequences of Breach. Furthermore, you acknowledge that, in partial consideration for the Award described in the MAP and this
Agreement, Delta is requiring that you agree to and comply with the terms of Section 2 and you hereby agree that without limiting any of the foregoing,
should you violate any of the covenants included in Section 2 above, you will not be entitled to and shall not receive any Awards under the MAP and
this Agreement and any outstanding Awards will be forfeited.
(d) Tolling. You further agree that in the event the enforceability of any of the restrictions as set forth in Section 2 of this Agreement are
challenged and you are not preliminarily or otherwise enjoined from breaching such restriction(s) pending a final determination of the issues, then, if an
arbitrator finds that the challenged restriction(s) is enforceable, the time period set forth in such Section shall be deemed tolled upon the filing of the
arbitration or action seeking injunctive or other equitable relief in aid of arbitration, whichever is first in time, until the dispute is finally resolved and all
periods of appeal have expired.
(e) Governing Law. Unless governed by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to principles of conflicts of laws of that State.
(f) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF,
UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION,
ANY DISPUTE CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR
WRITTEN), OR ACTION OF DELTA OR YOU, OR ANY EXERCISE BY DELTA OR YOU OF OUR RESPECTIVE RIGHTS UNDER
THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THIS WAIVER
IS A MATERIAL INDUCEMENT FOR DELTA TO ISSUE AND ACCEPT THIS AGREEMENT.
4. Validity; Severability. In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or
unenforceable in any respect, such holding shall not affect any other provisions in this Agreement, but this Agreement shall be construed as if such invalid,
illegal, or unenforceable provisions had never been contained herein. The invalidity, illegality or unenforceability of any provision or provisions of this
Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
5. Authority of the Committee. You acknowledge and agree that the Committee has the sole and complete authority and discretion to construe and
interpret the terms of the MAP and this Agreement. All determinations of the Committee shall be final and binding for all purposes and upon all persons,
including, without limitation, you and Delta, and your heirs and successors. The Committee shall be under no obligation to construe this Agreement or treat
the Award in a manner consistent with the treatment provided with respect to other Awards or Participants.
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