Delta Airlines 2009 Annual Report Download - page 127

EXHIBIT 10.11(a)
DELTA AIR LINES, INC.
OFFICER AND DIRECTOR SEVERANCE PLAN
As Amended and Restated as of January 2, 2009
As Further Amended October 20, 2009
1. INTRODUCTION
Delta Air Lines, Inc. (the "Company" or "Delta") adopted the 2007 Officer and Director Severance Plan (the "Prior Plan") for eligible Officer and Director
level employees of the Company. Delta hereby amends and restates the Prior Plan as the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan (the
"2009 Plan") effective as of January 2, 2009. The Plan has been further amended as of October 20, 2009. Participants in the Prior Plan whose employment
terminates on or prior to January 2, 2009 shall not be eligible for benefits under the 2009 Plan, but shall only be eligible for benefits under the Prior Plan,
subject to any other separately granted contractual rights they may have. Except as provided in the previous sentence and as provided below with respect to
certain Officers and Directors who were actively employed by Delta as of October 28, 2008, the terms of the Prior Plan shall no longer be in effect as of
January 2, 2009.
Capitalized terms that are not otherwise defined in the text of this 2009 Plan are defined in Section 11 below.
2. PARTICIPATION
(a) General. Any employee of the Company who on or after January 2, 2009 is paid through the U.S. payroll and is classified as a full-time Director (a
"Director") or Officer (an "Officer") of the Company according to the Company's Human Resources records (a "Participant") is eligible to participate in
this Plan in accordance with the terms described below. In addition, an officer or director of an Affiliate may be designated as a Participant by the Plan
Administrator in his sole discretion if (i) the Affiliate does not offer a severance plan or program to its executive employees; or (ii) the officer or director is
not eligible to participate in the severance plan or program the Affiliate does offer. In these circumstances, the Plan Administrator shall determine in his
sole discretion the level at which the officer or director may participate in the 2009 Plan. For example, an employee of an Affiliate may be a Vice President
of an Affiliate, but may be designated by the Plan Administrator to participate in the 2009 Plan at the Director level.
(b) Former Northwest Officers and Directors. Notwithstanding anything in the 2009 Plan to the contrary, any Officer or Director who (i) on October 28,
2008 was either (A) an officer of Northwest Airlines, Inc. or (B) a managing director, director or other employee of Northwest Airlines, Inc. who
participated in the Northwest Airlines, Inc. Non-Officer Change of Control Severance Plan, and (ii) became an Officer or Director of Delta on or after
October 29, 2008, shall not participate in the 2009 Plan until October 29, 2010 unless such person was a Senior Vice President or higher of Delta on
October 29, 2008, in which case such person shall not participate in the 2009 Plan until October 29, 2011. After such dates, any such Officer or Director
shall be eligible for all benefits hereunder.
(c) Pre Merger Officer or Director and Prior Plan Benefits. An Officer or Director employed by Delta as an officer or director on October 28, 2008 who
was not advised by