Delta Airlines 2010 Annual Report Download - page 425

of your employment with Delta and for the one-year period following the termination of such employment, you will not on your own behalf or on behalf of
any person, firm, partnership, association, corporation or business organization, entity or enterprise, provide the same or substantially similar services, as
an employee, consultant, partner, or in any other capacity, to any of the following entities, which you hereby acknowledge are all competitors of Delta:
AMR Corporation, American Airlines, Inc., Continental Airlines, Inc., Southwest Airlines Co., United Air Lines, Inc., United Continental Holdings, Inc.,
US Airways Group, Inc., US Airways, Inc., JetBlue Airways Corporation, AirTran Holdings, Inc., or AirTran Airways, Inc. (individually and collectively,
the "Competitor"). This restriction shall only apply to the extent that you may not provide services to the Competitor: (a) while working within a fifty
(50) mile radius of the city limits of Atlanta, Georgia; or (b) while working out of or within a fifty (50) mile radius of the corporate headquarters or a major
hub operation of the Competitor.
(e) Return of Property. You hereby agree that all property belonging to Delta, including records, files, memoranda, reports, personnel information
(including benefit files, training records, customer lists, operating procedure manuals, safety manuals, financial statements, price lists and the like), relating
to the business of Delta, with which you come in contact in the course of your 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
- 3 -