Delta Airlines 2008 Annual Report Download - page 199

granting this contractual right. You should sign and return this execution copy along with your signed copy of this letter. You should also note that in order to
be eligible for this benefit, you must agree to sign a release containing certain non-compete, non-solicit, and similar other covenants at the time your
employment with Delta terminates.
RETENTION PAYMENT AND WAIVER OF RIGHTS UNDER CERTAIN NWA AGREEMENTS
Delta acknowledges that, pursuant to your Management Compensation Agreement with NWA dated as of ____________, ____ (as amended) (the
"Agreement"), and pursuant to the terms of certain other NWA programs, including the Key Employee Annual Cash Incentive Program, as amended, (the
"KEACIP") and the 2003 Long Term Cash Incentive Plan, as amended, (the "2003 LTIP") upon the termination of your employment with NWA under certain
circumstances, you would be entitled to the severance payments and benefits set forth in your Agreement, the KEACIP and the 2003 LTIP. By signing below,
and in partial exchange for this offer of employment and the benefits provided pursuant to this letter, you agree to waive all rights and benefits under the
Agreement, the KEACIP and the 2003 LTIP, regardless of whether such rights are vested or unvested and you will receive the following payments instead
(none of which shall be considered earnings for purposes of any Delta sponsored benefit plan, and which, for convenience purposes only, will be paid from
the NWA payroll):
(a) Subject to Delta's receipt, promptly following the Delta Transfer Date, of a Waiver and General Release in a form substantially similar to Exhibit
D (the "Release"), signed and not revoked by you during the revocation period set forth in the Release, you will receive a retention payment (the
"Retention Payment") in the amount of the lump sum cash severance payment set forth in Section __ of your Agreement promptly following the
end of such revocation period. In the event that, prior to the [first] [second] anniversary of the Delta Transfer Date, you voluntarily terminate your
employment with Delta (including due to retirement) other than due to disability or for "Good Reason" as defined in Exhibit E, or your
employment is terminated by Delta for Cause (as defined in Exhibit B), then you will be obligated to re-pay to Delta an amount equal to the
product of the Retention Payment multiplied by a fraction, the numerator of which is the number of days during the period commencing on the
effective date of your termination of employment and ending on the (first) (second) anniversary of the Delta Transfer Date and the denominator
of which is(365) (730) (the "Repayment Amount"). In such event, you must pay the Repayment Amount to Delta within ten days following the
termination of your employment, and Delta shall be entitled to set-off all or a part of the Repayment Amount against any amounts otherwise
owed to you by Delta or any affiliate of Delta. Anything in this paragraph (a) and Exhibit E notwithstanding, if following the Merger, your office
is relocated by more than 50 miles, and you voluntarily terminate your employment rather than relocate, you will not owe any Repayment
Amount.
Delta Air Lines, Inc., Post Office Box 20706, Atlanta, GA 30320-6001, U.S.A
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