Delta Airlines 2009 Annual Report Download - page 142

EXHIBIT 10.12
Description of Certain Benefits
of Members of the Board of Directors and Executive Officers
Delta provides certain flight benefits to members of its Board of Directors and provides certain benefits to its executive officers. Delta reserves the right to
change, amend or terminate these programs, consistent with their terms, at any time for any reason for both active and retired directors and employees.
Flight Benefits: As is common in the airline industry, Delta provides complimentary travel and certain Delta Sky Club privileges for members of the Board of
Directors; executive officers; the director's or officer's spouse, domestic partner or designated companion; the director's or officer's children and parents; and,
to a limited extent, other persons designated by the director or officer ("Flight Benefits"). Complimentary travel for such other persons is limited to an
aggregate imputed value of $20,000 per year for directors, the CEO and President; $15,000 per year for executive vice presidents; and $12,500 per year for
senior vice presidents. Delta reimburses directors and officers for associated taxes on complimentary travel with an imputed tax value of up to $25,000 per
year for directors, the CEO and President; $20,000 per year for executive vice presidents; and $17,500 per year for senior vice presidents. Unused portions of
the annual allowances described in the previous two sentences accumulate and may be carried into succeeding years during Board service or employment.
A director who retires from the Board at or after age 52 with at least 10 years of service as a director, at or after age 68 with at least five years of service as a
director, or at his mandatory retirement date, may continue to receive Flight Benefits during retirement, except the unused portion of the annual allowances
does not accumulate into succeeding years ("Retired Director Flight Benefits"). A director who served on the Board of Directors during the period beginning
on the date Delta entered into the merger agreement with Northwest and ending on the date on which the merger occurred, or who joined the Board of
Directors on the date the merger occurred, will receive, at the completion of his Board service (other than due to death or due to removal by stockholders for
cause), a vested right to Retired Director Flight Benefits, regardless of the director's age and years of service when his Board service ends. The director
designated by the Delta Master Executive Council, the governing body of the Delta unit of the Air Line Pilots Association, International, does not receive
Flight Benefits or Retired Director Flight Benefits.
An executive officer who retires from Delta at or after age 52 with at least 10 years of service, or at or after age 62 with at least five years of service, may
continue to receive Flight Benefits during retirement, except the unused portion of the annual allowances does not accumulate into succeeding years ("Retired
Officer Flight Benefits"). In exchange for certain non-competition, non-solicitation and confidentiality covenants for the benefit of Delta and a general release
of claims against Delta, an officer who served in that capacity during the period beginning on the date Delta entered into the merger agreement with
Northwest and ending on the date on which the merger occurred, or who joined Delta from Northwest on the date the merger occurred, will