Delta Airlines 2009 Annual Report Download - page 137
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meaning of Section 409A and does not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A.
11. DEFINITIONS
The following definitions shall apply for purposes of the 2009 Plan:
(a) "Affiliate" means any entity that directly or indirectly controls or is controlled by or under common control with the Company.
(b) "Base Salary" means the Participant's monthly base salary at the time of separation, excluding expense reimbursements and supplemental salary
payments, and any items not considered by the Plan Administrator to be a component of regular monthly base earnings; provided, however, that, as of a
Change in Control Date, in the event of a termination of employment by the Participant because of a reduction in the Participant's pay, "Base Salary"
means the Participant's monthly base salary prior to the reduction in pay which gave rise to the Participant's termination of employment.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means the Participant's
(i) continued, substantial failure to perform his duties with Delta (other than any such failure resulting from incapacity due to physical or mental illness)
after a written demand for substantial performance is delivered to the Participant which identifies the manner in which Delta believes that the
Participant has not performed his duties, or
(ii) misconduct which is economically injurious to Delta, or
(iii) conviction of, or plea of guilty or no contest to, a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty, or
(iv) material violation of any material Delta policy or rule regarding conduct, which policy or rule has been communicated in writing to the Participant.
A Participant shall have at least ten (10) business days to cure, if curable, any of the events (other than Section 11(d)(iii)) which could lead to his
termination of Cause. For any Participant who is an Executive Vice President or more senior executive of the Company, a termination for Cause must be
approved by a 2/3 vote of the entire Board.
(e) "Change in Control" means the occurrence after January 2, 2009 of any of the following:
(i) any "person" (as defined in Section 13(d) of the Securities Exchange Act of 1934 ("Act")) other than the Company, its Affiliates or an employee
benefit plan or trust maintained by the Company or its Affiliates, becoming the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of more than 35% of the combined voting power of the Company's then outstanding Voting Stock (excluding any "person" who becomes
such a 11