Delta Airlines 2009 Annual Report Download - page 153

(D) Death or Disability. Upon a Participant's Termination of Employment due to death or Disability, all unvested RSUs will immediately vest as of the
date of such Termination of Employment.
(E) For Cause. Upon a Participant's Termination of Employment by the Company for Cause, any unvested portion of the RSUs shall be immediately
forfeited.
(F) Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a Participant who is eligible for Retirement, is, or
would be, terminated by the Company without Cause, such participant shall be considered to have been terminated by the Company without Cause for
purposes of this Agreement rather than having retired, but only if the Participant acknowledges, that absent Retirement, the Participant would have been
terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for Retirement is terminated by the Company for
Cause, then regardless of whether the Participant is considered a retiree for purposes of any other program, plan or policy of the Company, for purposes of
this Agreement, the Participant's employment shall be considered to have been terminated by the Company for Cause.
(vi) Change in Control. Notwithstanding the foregoing and subject to Section 4 below, upon a Participant's Termination of Employment by the Company
without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he is employed by an Affiliate at the
time the Company sells or otherwise divests itself of such Affiliate) on or after a Change in Control, but prior to the second anniversary of such Change in
Control, any unvested portion of the RSUs will immediately vest as of the date of such Termination of Employment.
5. Potential Reduction in Payments Due to Excise Tax. In the event that a Participant becomes entitled to benefits under the 2010 LTIP, then such benefits,
together with any payment or consideration in the nature of value or compensation to or for the Participant's benefit under any other agreement with or plan of
Delta, shall be subject to reduction as set forth in Section 4(e) of the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan, which relates to the
excise tax under Section 4999 of the Code. Nothing in this Section 5 is intended to amend or modify the excise tax provisions applicable to any outstanding
awards under the 2007 Performance Plan granted to a Participant, to the extent applicable, prior to October 20, 2009.
6. Definitions. For purposes of the 2010 LTIP, the following definitions are hereby modified as set forth below and will apply in lieu of the definitions set
forth in the 2007 Performance Plan or as modified, as applicable.
(a) For purposes of the 2010 LTIP, "Change in Control" shall have the meaning set forth in the 2007 Performance Plan except that the merger of a
subsidiary of Delta with and into Northwest Airlines Corporation on October 29, 2008 (the "Merger"), will not be considered a Change in Control.
(b) For purposes of the 2010 LTIP, "Good Reason" shall have the meaning set forth in the 2007 Performance Plan except: (i) any long-term award
made to a Participant under the 2007 Performance Plan, (ii) any other equity-based awards or other incentive compensation awards made to a
Participant by any of Delta (or any Affiliate) or Northwest (or any subsidiary) at or prior to the closing of the Merger, (iii) any retention payment or
special travel benefits provided to a Participant as a result of his or her initial employment with Delta or any Affiliate and (iv) the elimination of
post-retirement 10