Delta Airlines 2009 Annual Report Download - page 134
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(A) "Net After-Tax Receipt" shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of
a payment net of all taxes imposed on Participant with respect thereto under Sections 1, 3101 and 4999 of the Code and under applicable state and local
laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Participant's taxable
income for the immediately preceding taxable year, or such other rate(s) as Participant certifies, in his or her sole discretion, as likely to apply to him or her
in the relevant tax year(s), and 1.45% under Section 3101. If applicable, the phase out of itemized deductions and personal exemptions shall also be taken
into consideration.
(B) "Reduced Amount" shall mean the greatest amount of Total Payments that can be paid that would not result in the imposition of the excise tax
under Section 4999 of the Code if the Accounting Firm determines to reduce Total Payments pursuant this Section.
(C) "Accounting Firm" shall mean the nationally recognized accounting firm generally used by Delta as its financial auditor. In the event that the
Accounting Firm is serving as accountant or auditor for a person effecting the Change in Control or is otherwise unavailable, the Participant may appoint
another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).
(f) Severance Period. "Severance Period" shall mean with respect to any Severance Event, the period beginning on the Participant's employment
termination date from Delta and ending:
(i) 6 months after the termination date for Directors;
(ii) 9 months after the termination date for Managing Directors;
(iii) 12 months after the termination date for Vice Presidents;
(iv) 15 months after the termination date for Senior Vice Presidents;
(v) 18 months after the termination date for Executive Vice Presidents; and
(vi) 24 months after the termination date for the President or Chief Executive Officer.
The Severance Period will be based on the Participant's job level at the time of the Severance Event. If however, the Severance Event is described in
Section 3(a)(ii) or (iii) above and the event which constitutes Good Reason is a significant diminution of the Participant's position, responsibilities or
duties, the Severance Period shall be based on the Participant's job level prior to the diminution which gave rise to the Participant's resignation
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