Delta Airlines 2010 Annual Report Download - page 427

(e) Governing Law. Unless governed by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to principles of conflicts of laws of that State.
(f) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF, UNDER, IN
CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY
DISPUTE CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN),
OR ACTION OF DELTA OR YOU, OR ANY EXERCISE BY DELTA OR YOU OF OUR RESPECTIVE RIGHTS UNDER THIS
AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT FOR DELTA TO ISSUE AND ACCEPT THIS AGREEMENT.
4. Validity; Severability. In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or
unenforceable in any respect, such holding shall not affect any other provisions in this Agreement, but this Agreement shall be construed as if such invalid,
illegal, or unenforceable provisions had never been contained herein. The invalidity, illegality or unenforceability of any provision or provisions of this
Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
5. Authority of the Committee. You acknowledge and agree that the Committee has the sole and complete authority and discretion to construe and
interpret the terms of the 2011 LTIP and this Agreement. All determinations of the Committee shall be final and binding for all purposes and upon all persons,
including, without limitation, you and Delta, and your heirs and successors. The Committee shall be under no obligation to construe this Agreement or treat
the Award in a manner consistent with the treatment provided with respect to other Awards or Participants.
6. Amendment. This Agreement may not be amended or modified except by written agreement signed by you and Delta; provided, however, you
acknowledge and agree that Delta may unilaterally amend the clawback provision set forth in Section 2(g) of this Agreement to the extent required to be in
compliance with any applicable law or regulation or Delta's internal clawback policy, as it may be amended from time to time.
7. Acknowledgement. By signing this Agreement: (a) you acknowledge that you have had a full and adequate opportunity to read this Agreement and you
agree with every term and provision herein, including without limitation, the terms of Sections 2, 3, 4, 5 and 6; (b) you acknowledge that you have received
and had a full and adequate opportunity to read the 2011 LTIP; (c) you agree, on behalf of yourself and on behalf of any designated beneficiary and your
heirs, executors, administrators and personal representatives, to all of the terms and conditions contained in this Agreement and the 2011 LTIP; and (d) you
consent to receive all material regarding any awards under the 2011 LTIP, including any prospectuses, electronically with an e-mail notification to your work
e-mail address.
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