Delta Airlines 2009 Annual Report Download - page 157

employment (hereinafter "Delta's Materials") shall, as between the parties hereto, remain the sole property of Delta. You hereby warrant that you shall
promptly return all originals and copies of Delta's Materials to Delta at the time your employment terminates.
(f) Cooperation. You hereby agree that you shall, both during and after your employment with Delta, to the extent requested in writing and reasonable
under the circumstances, cooperate with and serve in any capacity requested by Delta in any pending or future litigation in which Delta has an interest, and
regarding which you, by virtue of your employment with Delta, have knowledge or information relevant to the litigation.
(g) Clawback. If you are an officer of Delta at or above the Vice President level, you hereby agree that if the Committee determines that you have
engaged in fraud or misconduct that caused, in whole or in part, the need for a required restatement of Delta's financial statements filed with the Securities
and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by you, including, without limitation, your
Award, with respect to fiscal periods materially affected by the restatement and may recover from you all such incentive compensation to the extent the
Committee deems appropriate after taking into account the relevant facts and circumstances. Any recoupment hereunder may be in addition to any other
remedies that may be available to Delta under applicable law, including, disciplinary action up to and including termination of employment.
3. Dispute Resolution.
(a) Arbitration. You hereby agree that except as expressly set forth below, all disputes and any claims arising out of or under or relating to the Award
or this Agreement, including without limitation any dispute or controversy as to the validity, interpretation, construction, application, performance, breach
or enforcement of this Agreement, shall be submitted for, and settled by, mandatory, final and binding arbitration in accordance with the Commercial
Arbitration Rules then prevailing of the American Arbitration Association. Unless an alternative locale is otherwise agreed in writing by the parties to this
Agreement, the arbitration shall be conducted in the City of Wilmington, Delaware. The arbitrator will apply Delaware law to the merits of any dispute or
claim without reference to rules of conflicts of law. Any award rendered by the arbitrator shall provide the full remedies available to the parties under the
applicable law and shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment
may be entered thereon in any court having jurisdiction. You hereby consent to the personal jurisdiction of the state and federal courts in the State of
Delaware, with venue in Wilmington, for any action or proceeding arising from or relating to any arbitration under this Agreement. The prevailing party in
any such arbitration shall be entitled to an award by the arbitrator of all reasonable attorneys' fees and expenses incurred in connection with the arbitration.
However, Delta will pay all fees associated with the American Arbitration Association and the arbitrator. All parties must initial here for this Section 3 to
be effective:
[NAME]
Robert L. Kight—Vice President—Compensation, Benefits and Services Delta Air Lines, Inc.
(b) Injunctive Relief in Aid of Arbitration; Forum Selection. You hereby
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