Delta Airlines 2009 Annual Report Download - page 132

the Travel Privileges granted hereunder, but shall have no contractual rights to such different or more favorable Travel Privileges. In that case, the
reservation of rights in (D) above shall apply only to the Travel Privileges that are provided under this section, and not to any other contractual travel
privileges the Participant may have. A Participant that has separately granted contractual rights may use his contractually granted rights or the Travel
Privileges granted under the 2009 Plan, but not both. For example, if under both the 2009 Plan and any contractual agreement, the Participant is eligible
under each for an allowance of $10,000, the Participant may use one such allowance of $10,000, and the two allowances cannot be combined into a
total allowance of $20,000.
(c) Career Transition Services. Participants are eligible to receive career transition services valued at up to $5,000 at a career transition services firm
chosen by Delta. Delta shall pay such firm directly for such services. The career transition services may include seminars, job search work teams,
productivity clinic, resumé preparation, assessments, resource library, on-line database, job lead development, individual counseling, administrative
support, computer lab, and workspace phone/fax. The eligibility to receive these services will expire upon the first of (x) the Participant becoming
employed; (y) the expiration of the Severance Period; or (z) the last day of the second year following the taxable year in which the Participant separated
from service for purposes of Section 409A of the Internal Revenue Code, as amended (the "Code")..
(d) Financial Planning Services. Participants are eligible for continuation of the financial planning services for which they are eligible at the time of their
separation from Delta. A Participant shall be reimbursed for any covered expenses; Delta shall not provide direct payments to the vendor for such services.
The eligibility to receive such reimbursement will expire at the conclusion of the calendar year in which the Participant separates from Delta, even if that
occurs during the Severance Period. All reimbursements for such services must be made by the end of the third year following the taxable year in which
the Participant separated from service for purposes of Section 409A of the Code.
(e) Certain Reductions in Payments.
(i) In the event that a Participant becomes entitled to benefits under the 2009 Plan, and Delta, or at its direction, the Accounting Firm (as defined
below), determines that the payments and benefits provided under the 2009 Plan, together with any payment or consideration in the nature of value or
compensation to or for Participant's benefit under any other agreement with, or plan of, Delta that the Accounting Firm determines should be included as a
parachute payment (as defined in Section 280G of the Code) (in the aggregate, "Total Payments") would (after taking into account any value attributable to
any payment (or portion thereof) which Delta establishes by clear and convincing evidence is reasonable compensation for personal services to be rendered
by the Participant on or after the date of the change in ownership or control within the meaning of Section 280g(b)(4)(A) of the Code, such payment
hereinafter referred to as "post change reasonable compensation"), subject Participant to the excise tax under Section 4999 of the Code, the Accounting
Firm shall determine whether to reduce the Total Payments to the Reduced Amount (as defined below). The Total Payments shall be reduced to the
Reduced Amount only if the Accounting Firm determines that Participant would have a greater Net After-Tax Receipt (as defined
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