Delta Airlines 2010 Annual Report Download - page 439

(iii) Demotions. Participants who are either demoted to a position that is not eligible to participate in the MIP or demoted to a lower level of MIP
participation during 2011 will have their Target MIP Award calculated based on their annual base salary at each MIP-eligible job level (measured as of the
date immediately prior to the date the demotion is considered effective for purposes of the MIP, as described in the first paragraph of Section 8(b) above,
and, if applicable, as of December 31, 2011) and the number of calendar months they were employed in each such capacity, multiplied by the relevant total
target award percentage applicable to their position or positions during the relevant period.
(iv) Transfers and Leaves of Absence. In the event that during 2011 a Participant transfers employment from Delta to a Delta subsidiary or affiliate that
does not participate in the MIP, other than a transfer to the Delta Community Credit Union (the "DCCU"), the Participant will forfeit any eligibility for an
award under the MIP. Except as provided under Section 8(b)(v) below, any Participant who goes on any type of leave or who transfers to the DCCU at any
time during 2011 will have his Target MIP Award calculated based on his annual base salary (measured as of the date immediately prior to the date the
transfer or leave is considered effective for purposes of the MIP) and the number of calendar months he was employed in a MIP-eligible position during
2011, multiplied by the relevant total target award percentage applicable to his MIP-eligible position.
(v) Military Leave. In the event that at any time during 2011 a Participant is on a Military Leave of Absence, his or her Annual Base Salary shall be
equal to the aggregate annual base salary the Participant received from Delta during 2011 plus any amount of base salary such Participant would have
received had he or she been actively employed by Delta in any corresponding MIP-eligible position during such leave. "Military Leave of Absence"
means a Participant's absence from his or her position of employment at any time during 2011 because of service in the uniformed services, as defined
under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended ("USERRA"); provided, that a Participant must provide
the Company appropriate evidence that his or her absence was due to service in the uniformed services and the period of such service in order to be
considered to be on a Military Leave of Absence for purposes of the MIP. For purposes of the MIP, any Participant who is absent due to military service
(according to Delta's records) as of December 31, 2011 and has been on such leave for a cumulative period (during the period he or she has been employed
by Delta) of five years or less, will be presumed to be on a Military Leave of Absence. Any Participant who is similarly absent due to military service
(based on Delta's records) and who has been on such leave for a period of more than five years will not be considered to be on a Military Leave of Absence
until he or she provides appropriate evidence that he or she is entitled to an exception to the five-year limit on uniformed service as set forth in USERRA.
9. Treatment of Payments Under Benefit Plans or Programs. MIP payments, which for an Executive Officer Participant who receives MIP Restricted
Stock means the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash, will be considered as earnings
under any benefit plan or program sponsored by Delta only to the extent such payments are included as earnings under the terms of the specific plan or
program; provided, however, that any MIP payment made to an Executive Officer Participant in MIP Restricted Stock will be considered as earnings only for
purposes of the
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