Delta Airlines 2010 Annual Report Download - page 422

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 2011 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 2011 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 former Affiliate), (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 coverage under the Company's executive life insurance program, will be
ignored for purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under the 2011 LTIP.
(b) For purposes of the 2011 LTIP, "Retirement" means a Termination of Employment (other than for Cause or death) either: (i) on or after a Participant's
62nd birthday provided that such Participant has completed at least 5 years service since his or her most recent hire date with the Company (or an Affiliate or
former Affiliate); or (ii) on or after a Participant's 52nd birthday provided that such Participant has completed at least 10 years service since his or her most
recent hire date with the Company (or an Affiliate or former Affiliate).
7. Clawback. Notwithstanding anything to the contrary in the 2011 LTIP and subject to further amendment of this Section 7 to the extent required to be in
compliance with any applicable law or regulations or Delta's internal clawback policy, as it may be amended from time to time, if the Committee determines
that a vice president or more senior officer level Participant has 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 the Participant, including, without limitation, any Award under the 2011 LTIP, with respect to fiscal periods materially affected by
the restatement and may recover from the Participant all such incentive compensation to the extent that 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.
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