Delta Airlines 2010 Annual Report Download - page 429

EXHIBIT 10.11
DELTA AIR LINES, INC.
2011 MANAGEMENT INCENTIVE PLAN
1. Purpose. The 2011 Management Incentive Plan (the "MIP") is an annual incentive program sponsored by Delta Air Lines, Inc. ("Delta" or the
"Company") that is intended to closely: (a) link pay and performance by providing management employees with a compensation opportunity based on Delta's
achieving key business plan goals in 2011; and (b) align the interests of management employees with the Company's other employees and stakeholders. The
MIP is being adopted under, and is subject to the terms of, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the "2007 Plan"). Capitalized
terms that are used but not defined in the MIP shall have the meaning ascribed to them in the 2007 Plan.
2. Plan Administration. (a) The Personnel & Compensation Committee of the Board of Directors (the "Committee") shall be responsible for the general
administration and interpretation of the MIP and for carrying out its provisions. The Committee shall have such powers as may be necessary to discharge its
duties hereunder, including, without limitation, the following powers and duties, but subject to the terms of the MIP:
(i) authority to construe and interpret the terms of the MIP, and to determine eligibility, awards and the amount, manner and time of payment of any
awards hereunder;
(ii) authority to prescribe forms and procedures for purposes of MIP participation and distribution of awards;
(iii) authority to adopt rules and regulations and to take such actions as it deems necessary or desirable for the proper administration of the MIP; and
(iv) authority at any time prior to a Change in Control to eliminate or reduce the actual payout to any Participant in the MIP.
(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the MIP shall be conclusive and binding on all persons, and shall
be given the maximum deference permitted by law.
(c) Notwithstanding anything contained in the 2007 Plan to the contrary, the Committee shall not have the authority to increase the actual payout to any
Participant in the MIP.
3. Eligibility. All Delta employees worldwide who are officers, managing directors (grade 13), directors (grade 12), general managers (grade 11), grade 10 or
grade 8 (other than employees who participate in a sales incentive plan) are eligible to participate in the MIP ("Participants").
4. MIP Awards.
(a) General. The MIP award (the "MIP Award") each Participant receives, if any, will be based on: (i) the Participant's Target MIP Award, as defined
below; (ii) the level of achievement within each applicable performance measure; and (iii) the occurrence of a payout for 2011 under the Company's broad-
based employee profit sharing program (the "Profit Sharing Program"), as described below. Certain additional requirements will apply