Delta Airlines 2009 Annual Report Download - page 169

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(B) Termination of Employment Without Cause or Resulting in Benefits under the Severance Plan.
(1) In General. This Section 8(a)(iii)(B)(1) applies to any Participant (other than an Executive Officer Participant) who incurs a Termination of
Employment prior to January 1, 2011 due to either (I) a Termination of Employment by the Company without Cause, or (II) for any other
reason that entitles such Participant to benefits under the Delta Air Lines, Inc. 2007 or 2009 Officer and Director Severance Plan (the
"Severance Plan"). Subject to the Participant's execution of a waiver and release of claims in a form and manner satisfactory to the
Company, such Participant will be eligible to receive a Pro Rata MIP Payment made in cash as soon as practicable after a Participant's
Termination of Employment, but in no event later than 21/2 months following the end of the year in which the Termination of Employment
occurs. "Pro Rata MIP Payment" means the result of the following formula: W × Z/12, where:
W = the Participant's Target MIP Award; and
Z = the number of calendar months the Participant was actively employed by Delta during 2010 in a MIP-eligible position, rounded up for
any partial month.
(2) Executive Officer Participants. This Section 8(a)(iii)(B)(2) applies to any Executive Officer Participant who incurs a Termination of
Employment prior to January 1, 2011 due to either (I) a Termination of Employment by the Company without Cause, or (II) for any other
reason that entitles such Executive Officer Participant to benefits under the Severance Plan. Subject to the Executive Officer Participant's
execution of a waiver and release of claims in a form and manner satisfactory to the Company, such Executive Officer Participant will be
eligible to receive a MIP Award based on an adjusted annual base salary amount, but otherwise in the same manner, to the same extent and
at the same time as the Executive Officer Participant would have received such MIP Award if such Executive Officer Participant's
employment had continued through December 31, 2010 (i.e., based on achievement of applicable performance measures). The Executive
Officer Participant's Annual Base Salary will be determined in accordance with the formula set forth in Section 8(a)(iii)(A).
or closest numerical date occurring during the following month. For example, one calendar month from January 31, 2010 will elapse as of February 28, 2010,
two months will elapse on March 31, 2010, and so on. 9