Delta Airlines 2011 Annual Report Download - page 115

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to a Participant under the 2007 Performance Plan, (ii) any other equity-based awards or other incentive compensation
awards made to a Participant by Delta (or any Affiliate or former Affiliate), (iii) any retention payment or special travel
benefits provided to a Participant as a result of his or her initial employment with Delta or any Affiliate and (iv) the
elimination of post-retirement coverage under the Company's executive life insurance program.
(b) For purposes of the 2012 LTIP, “Retirement” means a Termination of Employment (other than for
Cause or death) either: (i) on or after a Participant's 62nd birthday provided that such Participant has completed at least 5
years service since his or her most recent hire date with the Company (or an Affiliate or former Affiliate); or (ii) on or
after a Participant's 52nd birthday provided that such Participant has completed at least 10 years service since his or her
most recent hire date with the Company (or an Affiliate or former Affiliate).
7. Clawback. Notwithstanding anything to the contrary in the 2012 LTIP and subject to further amendment of this
Section 7 to the extent required to be in compliance with any applicable law or regulations 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 the Participant, including, without limitation, any Award under the 2012
LTIP, 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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