Delta Airlines 2008 Annual Report Download - page 63

Table of Contents
Index to Financial Statements
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT
Information required by this item is set forth under the headings "Corporate Governance Matters," "Certain Information About Nominees" and
"Section 16 Beneficial Ownership Reporting Compliance" in our Proxy Statement to be filed with the Commission related to our Annual Meeting of
Stockholders ("Proxy Statement"), and is incorporated by reference. Pursuant to instruction 3 to paragraph (b) of Item 401 of Regulation S-K, certain
information regarding executive officers is contained in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is set forth under the headings "Director Compensation," "Corporate Governance Matters—Compensation Committee
Interlocks and Insider Participation" and "Executive Compensation" in our Proxy Statement and is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about the number of shares of common stock that may be issued under the 2007 Performance Plan, Delta's
only equity compensation plan, as of December 31, 2008.
Plan Category
(a)
No. of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights(1)
(b)
Weighted-
Average Exercise
Price of
Outstanding
Options, Warrants
and Rights
(c)
No. of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))(2)
Equity compensation plans approved by securities holders 16,285,675 $ 10.67 36,077,667
Equity compensation plans not approved by securities holders — — —
Total 16,285,675 $ 10.67 36,077,667
(1) Includes stock options granted in 2007 and 2008 under Delta's 2007 Performance Plan. The 2007 Performance Plan was approved by the Bankruptcy Court as part of our Plan of
Reorganization. Accordingly, issuances under the 2007 Performance Plan are deemed to be approved by stockholders under Delaware General Corporation Law. In connection with the
merger, Delta stockholders approved an amendment to the 2007 Performance Plan to increase the number of shares of common stock issuable thereunder.
(2) Up to 157 million shares of common stock are available for issuance under the 2007 Performance Plan. If any shares of our common stock are covered by an award under the 2007
Performance Plan that is cancelled, forfeited or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of the exercise price of an award or
taxes related to an award), then such shares will again be available for issuance under the 2007 Performance Plan. In addition to the 16,285,675 options outstanding, 17,650,363 shares of
restricted stock remain unvested and a maximum of 487,570 shares of common stock may be issued upon the achievement of certain performance conditions under outstanding
performance share awards as of December 31, 2008.
Other information required by this item is set forth under the heading "Beneficial Ownership of Securities" in our Proxy Statement and is incorporated
by reference.
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