Delta Airlines 2009 Annual Report Download - page 155

EXHIBIT 10.15(b)
DELTA AIR LINES, INC. 2009 MANAGEMENT INCENTIVE PLAN RESTRICTED
STOCK AWARD AGREEMENT
Date of this Agreement:
Grant Date:
[Name]
This Award Agreement (the "Agreement") describes some of the terms of your award (the "Award") under the Delta Air Lines, Inc. 2009 Management
Incentive Plan (which is subject to the Delta Air Lines, Inc. 2007 Performance Compensation Plan) (the "2009 MIP"). Your Award is subject to the terms of
the 2009 MIP and this Agreement. Capitalized terms that are used but not otherwise defined in this Agreement have the meaning set forth in the 2009 MIP. In
order for this Award to remain effective, you must accept the Award in accordance with Section 9 below on or before the date that is 30 calendar days after
the date of this Agreement (the "Acceptance Date"). If you do not accept the Award as required, the Award and this Agreement will become void and of no
further effect as of 5:00 pm Eastern Time on the Acceptance Date.
1. Summary of Award. You are hereby awarded, on the Grant Date above (the "Grant Date"), Restricted Stock for [NUMBER] shares of Delta Common
Stock, par value $0.0001 per share. Terms applicable to your Award, including the lapsing of the Restrictions on your Restricted Stock and the forfeitability
of your Award, are included in the 2009 MIP.
2. Restrictive Covenants. In exchange for the Award, you hereby agree as follows:
(a) Trade Secrets. You hereby acknowledge that during the term of your employment with Delta Air Lines, Inc., its subsidiaries and affiliates ("Delta"),
you have acquired and will continue to acquire knowledge of secret, confidential and proprietary information regarding Delta and its business that fits
within the definition of "trade secrets" under the law of the State of Georgia, including, without limitation, information regarding Delta's present and future
operations, its financial operations, marketing plans and strategies, alliance agreements and relationships, its compensation and incentive programs for
employees, and the business methods used by Delta and its employees, and other information which derives economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use,
and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (each, a "Trade Secret"). You hereby agree that for so long
as such information remains a Trade Secret as defined by Georgia law, you will hold in a fiduciary capacity for the benefit of Delta and shall not directly or
indirectly make use of, on your own behalf or on behalf of others, any Trade Secret, or transmit, reveal or disclose any Trade Secret to any person, concern
or entity. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting trade secrets.
(b) Confidential or Proprietary Information. You further agree that you will hold in a fiduciary capacity for the benefit of Delta, and, during the term
of your employment with Delta and for the two year period after such employment terminates, shall not directly or indirectly use or disclose, any
Confidential or Proprietary Information, as defined hereinafter, that you acquire (whether or not developed or compiled by you and whether or not you
were authorized to have access to such Confidential or Proprietary Information) during the term of, in the course of, or as a result of your employment by
Delta. Subject to the provisions set forth below, the term "Confidential or Proprietary Information" as used in this Agreement means the following secret,
confidential and proprietary information of Delta not otherwise included in the definition of Trade