Delta Airlines 2010 Annual Report Download - page 426

Wilmington, Delaware. The arbitrator will apply Delaware law to the merits of any dispute or claim without reference to rules of conflicts of law. Any
award rendered by the arbitrator shall provide the full remedies available to the parties under the applicable law and shall be final and binding on each of
the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon in any court having jurisdiction.
You hereby consent to the personal jurisdiction of the state and federal courts in the State of Delaware, with venue in Wilmington, for any action or
proceeding arising from or relating to any arbitration under this Agreement. The prevailing party in any such arbitration shall be entitled to an award by the
arbitrator of all reasonable attorneys' fees and expenses incurred in connection with the arbitration. However, Delta will pay all fees associated with the
American Arbitration Association and the arbitrator. All parties must initial here for this Section 3 to be effective:
[NAME]
Robert L. Kight—Vice President—Compensation, Benefits and Services
Delta Air Lines, Inc.
(b) Injunctive Relief in Aid of Arbitration; Forum Selection. You hereby acknowledge and agree that the provisions contained in Section 2 of this
Agreement are reasonably necessary to protect the legitimate business interests of Delta, and that any breach of any of these provisions will result in
immediate and irreparable injury to Delta for which monetary damages will not be an adequate remedy. You further acknowledge that if any such
provision is breached or threatened to be breached, Delta will be entitled to seek a temporary restraining order, preliminary injunction or other equitable
relief in aid of arbitration in any court of competent jurisdiction without the necessity of posting a bond, restraining you from continuing to commit any
violation of the covenants, and you hereby irrevocably consent to the jurisdiction of the state and federal courts of the State of Delaware, with venue in
Wilmington, which shall have jurisdiction to hear and determine any claim for a temporary restraining order, preliminary injunction or other equitable
relief brought against you by Delta in aid of arbitration.
(c) Consequences of Breach. Furthermore, you acknowledge that, in partial consideration for the Award described in the 2011 LTIP and this
Agreement, Delta is requiring that you agree to and comply with the terms of Section 2 and you hereby agree that without limiting any of the foregoing,
should you violate any of the covenants included in Section 2 above, you will not be entitled to and shall not receive any Awards under the 2011 LTIP and
this Agreement and any outstanding Awards will be forfeited.
(d) Tolling. You further agree that in the event the enforceability of any of the restrictions as set forth in Section 2 of this Agreement are challenged and
you are not preliminarily or otherwise enjoined from breaching such restriction(s) pending a final determination of the issues, then, if an arbitrator finds
that the challenged restriction(s) is enforceable, the time period set forth in such Section shall be deemed tolled upon the filing of the arbitration or action
seeking injunctive or other equitable relief in aid of arbitration, whichever is first in time, until the dispute is finally resolved and all periods of appeal have
expired.
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