Delta Airlines 2010 Annual Report Download - page 423

EXHIBIT 10.10(b)
DELTA AIR LINES, INC. 2011 LONG-TERM INCENTIVE PROGRAM
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. 2011 Long-Term
Incentive Program (which is subject to the Delta Air Lines, Inc. 2007 Performance Compensation Plan) (the "2011 LTIP"). Your Award is subject to the terms
of the 2011 LTIP and this Agreement. Capitalized terms that are used but not otherwise defined in this Agreement have the meaning set forth in the 2011
LTIP. 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. Your Award will include Restricted Stock and a Performance Award as described below. Terms applicable to your Award,
including the lapsing of the Restrictions on your Restricted Stock, the vesting and form of payment, if any, of your Performance Award and the forfeitability
of your Award, are included in the 2011 LTIP.
(a) Restricted Stock. 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.
(b) Performance Award. You are hereby awarded, on the Grant Date, a Performance Award in a dollar amount equal to 50% of your total 2011 LTIP
Target Award. The total dollar amount of your Performance Award, at the target level, is set forth in the 2011 Annual Executive Compensation Statement
provided to you by the Company, which relevant parts thereof are made a part of this Agreement and are incorporated into this Agreement by reference.
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