Delta Airlines 2009 Annual Report Download - page 128

Delta that his or her employment would be terminated on or before January 1, 2009 (a "Pre Merger Officer or Director") shall be eligible to receive
benefits under the Prior Plan until October 29, 2010. During such time, a Pre Merger Officer or Director shall also be eligible for benefits under the 2009
Plan, but will not be eligible for duplicate benefits under both plans. After October 29, 2010, any Pre Merger Officer or Director who remains employed by
Delta (or any Affiliate) as an Officer or Director shall be eligible for benefits under the 2009 Plan, but not the Prior Plan.
3. TERMINATION OF EMPLOYMENT AND ELIGIBILITY
(a) Severance Event. Subject to Section 2, a Participant shall be eligible to receive the benefits described in Section 4 if after January 2, 2009 he incurs a
"Severance Event" which shall be defined as any of the following:
(i) the Participant's employment is terminated by Delta other than for Cause. If a Participant who is eligible for early, special early or normal retirement
under the Company's retirement plan or policy is, or would be, terminated by the Company without Cause, such Participant shall be considered to have
been terminated by the Company without Cause for purposes of the 2009 Plan rather than having retired, but only if the Participant acknowledges that,
absent retirement, the Participant would have been terminated by the Company without Cause. If, however, the employment of a Participant who is
eligible for retirement is terminated by the Company for Cause, then regardless of whether the Participant is considered as a retiree for purposes of any
other program, plan or policy of the Company, for purposes of the 2009 Plan, the Participant's employment shall be considered to have been terminated
by the Company for Cause;
(ii) the Participant (other than the Chief Executive Officer and the President of the Company as of October 29, 2008) (A) resigns from employment with
Delta for Good Reason during the period beginning on a Change in Control Date and ending on the second anniversary thereof (provided that the event
that constitutes Good Reason must occur after the Change in Control) and (B) was employed by Delta as of the Change in Control Date; or
(iii) with respect to either the Chief Executive Officer or the President of the Company as of October 29, 2008, the Participant resigns for Good Reason.
(b) Condition Precedent to Receipt of Any Benefits Under the Plan. In order to receive the benefits of the 2009 Plan, eligible Participants must first sign a
Separation Agreement and General Release prepared by Delta (the "Agreement") within 45 days of the date that the Agreement is presented to the
Participant. Participants who fail to sign the Agreement within 45 days or who rescind the Agreement within the applicable Revocation Period are not
eligible to receive benefits under the 2009 Plan. The Agreement is designed to ensure that both Delta and the Participant have their rights and obligations
in connection with the termination of employment established with certainty and finality. Delta is offering benefits under this 2009 Plan in exchange for
the execution of the Agreement. The Agreement shall be in a form provided by and satisfactory to Delta and may include, without limitation, a release in
favor of Delta and its employees, directors and Affiliates and certain non-competition, non-solicitation and non-recruitment
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