Delta Airlines 2009 Annual Report Download - page 138

beneficial owner in connection with a transaction described in Section 11(e)(iii)(A) of paragraph (iii) below), unless such person acquires beneficial
ownership of more than 35% of the combined voting power of the Company's Voting Stock then outstanding solely as a result of an acquisition of
Company Voting Stock by the Company which, by reducing the Company Voting Stock outstanding, increases the proportionate Company Voting
Stock beneficially owned by such person to more than 35% of the combined voting power of the Company's Voting Stock then outstanding; provided,
that if a person shall become the beneficial owner of more than 35% of the combined voting power of the Company's Voting Stock then outstanding by
reason of such Voting Stock acquisition by the Company and shall thereafter become the beneficial owner of any additional Company Voting Stock
which causes the proportionate voting power of such Company Voting Stock beneficially owned by such person to increase to more than 35% of the
combined voting power of such Voting Stock then outstanding, such person shall, upon becoming the beneficial owner of such additional Company
Voting Stock, be deemed to have become the beneficial owner of more than 35% of the combined voting power of the Company's Voting Stock then
outstanding other than solely as a result of such Voting Stock acquisition by the Company;
(ii) at any time during a period of twelve consecutive months (but not including any period before January 2, 2009) individuals who at the beginning of
such period constituted the Board (and any new member of the Board, whose election by the Board or nomination for election by the Company's
shareowners was approved by a vote of at least two-thirds of the members of the Board then still in office who either were member of the Board at the
beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of members then
constituting the Board; or
(iii) the consummation of (A) a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any
other corporation, other than a reorganization, merger or consolidation which results in the Company's Voting Stock outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining outstanding or being converted into Voting Stock of the surviving entity or
any parent thereof) more than 65% of the voting power of the Voting Stock or the total fair market value of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer (in
one transaction or a series of transactions) of assets of the Company having a total gross fair market value equal to more than 40% of the total gross fair
market value of all assets of the Company immediately prior to such transaction or transactions other than any such sale to an Affiliate.
Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred with respect to a Participant if the Participant is part of a
"group", within the meaning of Section 13(d)(3) of the Act, which consummates the Change in Control transaction. In addition, for purposes of the
definition of Change in Control, a person engaged in business as an underwriter of securities shall not be deemed to be the beneficial owner of, or to
beneficially own, any securities acquired through such person's 12