Delta Airlines 2010 Annual Report Download - page 440

Company's restoration payment program, as in effect from time to time. If such payments are included, unless otherwise provided in such plan or program,
participants will be eligible to contribute amounts paid under the MIP into such plans in the same manner and to the same extent as their ordinary
compensation and any amounts so contributed will be subject to any applicable Company contributions and/or matches. Notwithstanding anything to the
contrary in this Section 9, any MIP payment received in connection with a Termination of Employment shall not be considered earnings under any benefit
plan or program sponsored by Delta.
10. Effective Date. The MIP will become effective as of January 1, 2011; provided however, if on or before the date the Committee adopts the MIP any
employee who would otherwise have participated in the MIP is informed that his or her employment will be terminated by the Company without Cause, any
severance such employee is entitled to receive will be calculated based on the 2010 Management Incentive Plan as in effect as of December 31, 2010.
11. Amendment. Except as otherwise expressly set forth in this Section and Section 14, the terms of Section 14 of the 2007 Plan shall apply to any
amendment or termination of the MIP. In addition, the terms applicable to any Participant will be subject in their entirety to the terms of any offer letter or
other document to which the Participant has agreed. The terms of such offer letter or other document, if contrary to the terms of the MIP, shall govern the
rights of the corresponding Participant.
12. Fractions. Any calculation under the MIP that results in a fractional amount will be rounded up to two decimal points.
13. Section 409A of the Code. Notwithstanding anything to the contrary in the MIP, to the extent that any amount paid hereunder in connection with a
Termination of Employment constitutes deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (together, "Section 409A") and is paid to a "specified employee" as defined in Section 409A, the payment of such amount will be
delayed for six months.
14. Clawback. Notwithstanding anything to the contrary in the MIP and subject to further amendment of this Section 14 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, if the Committee determines
that a vice president or more senior officer level Participant has 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 such Participant, including, without limitation, any MIP Award, with respect to fiscal periods materially affected by the restatement
and may recover from the Participant all such incentive compensation to the extent that 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.
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