Delta Airlines 2009 Annual Report Download - page 171

on any type of leave or who transfers to the DCCU at any time during 2010 will have his Target MIP Award calculated based on his annual base salary
(measured as of the date immediately prior to the date the transfer or leave is considered effective for purposes of the MIP) and the number of calendar
months he was employed in a MIP-eligible position during 2010, multiplied by the relevant total target award percentage applicable to his MIP-eligible
position.
(v) Military Leave. In the event that at any time during 2010 a Participant is on a Military Leave of Absence, his or her Annual Base Salary shall be
equal to the aggregate annual base salary the Participant received from Delta during 2010 plus any amount of base salary such Participant would have
received had he or she been actively employed by Delta in any corresponding MIP-eligible position during such leave. "Military Leave of Absence"
means a Participant's absence from his or her position of employment at any time during 2010 because of service in the uniformed services, as defined
under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended ("USERRA"); provided, that a Participant must provide
the Company appropriate evidence that his or her absence was due to service in the uniformed services and the period of such service in order to be
considered to be on a Military Leave of Absence for purposes of the MIP. For purposes of the MIP, any Participant who is absent due to military service
(according to Delta's records) as of December 31, 2010 and has been on such leave for a cumulative period (during the period he or she has been employed
by Delta) of five years or less, will be presumed to be on a Military Leave of Absence. Any Participant who is similarly absent due to military service
(based on Delta's records) and who has been on such leave for a period of more than five years will not be considered to be on a Military Leave of Absence
until he or she provides appropriate evidence that he or she is entitled to an exception to the five-year limit on uniformed service as set forth in USERRA.
9. Treatment of Payments Under Benefit Plans or Programs. MIP payments, which for an Executive Officer Participant who receives MIP Restricted
Stock means the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash, will be considered as earnings
under any benefit plan or program sponsored by Delta only to the extent such payments are included as earnings under the terms of the specific plan or
program; provided, however, that any MIP payment made to an Executive Officer Participant in MIP Restricted Stock will be considered as earnings only for
purposes of the Company's restoration payment program, as in effect from time to time. If such payments are included, unless otherwise provided in such plan
or program, participants will be eligible to contribute amounts paid under the MIP into such plans in the same manner and to the same extent as their ordinary
compensation and any amounts so contributed will be subject to any applicable Company contributions and/or matches. Notwithstanding anything to the
contrary in this Section 9, any MIP payment received in connection with a Termination of Employment shall not be considered earnings under any benefit
plan or program sponsored by Delta.
10. Effective Date. The MIP will become effective as of January 1, 2010; provided however, if on or before the date the Committee adopts the MIP any
employee who would otherwise have participated in the MIP is informed that his or her employment will be terminated by the Company without Cause, any
severance such employee is entitled to receive will be calculated based on the 2009 Management Incentive Plan as in effect as of December 31, 2009.
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