Delta Airlines 2012 Annual Report Download - page 406

EXHIBIT 10.17
DELTA AIR LINES, INC.
TRANSITION AWARD PROGRAM
1. Purpose. The Transition Award Program (the “ TAP ”) is an equity-based long-
term incentive program sponsored by
Delta Air Lines, Inc. (“ Delta ” or the “ Company ”)
for key employees of Delta and its subsidiaries. The TAP is intended
to (a) ensure consistency of award opportunity levels during the transition of the Company's long-
term incentive program
from a two-year to three-
year program and (b) retain key employees during this transition and align their interests with
Delta's other employees and stakeholders.
The TAP is being adopted under the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “
2007 Performance
Plan ”). It is subject to the terms of the 2007 Performance Plan and a Participant's TAP Award Agreement (“
Award
Agreement ”).
Capitalized terms that are used but not defined in the TAP shall have the meaning ascribed to them in the 2007 Performance
Plan. For purposes of the TAP, the definitions of “ Good Reason ” and “Retirement ”
as set forth in the 2007 Performance
Plan are hereby replaced or modified under Section 6 below, and shall apply as set forth in Section 6 in lieu of the
definitions of these terms in the 2007 Performance Plan or as modified, as applicable.
2. Individual Award Agreements.
Any person offered an Award under the TAP will be required to sign an individual
Award Agreement. Execution by such person of his or her Award Agreement will be a prerequisite to the effectiveness of
the Award under the TAP and to the person's becoming a Participant in the TAP. The terms and conditions of any Award
Agreement, if contrary to the terms of the TAP, shall govern the rights of the corresponding Participant.
3. 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 TAP 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 TAP:
(i) authority to construe and interpret the terms of the TAP, 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 the TAP participation and distribution of
awards; and
(iii) authority to adopt rules and regulations and to take such actions as it deems necessary or desirable for
the proper administration of the TAP.
(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the TAP 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 Performance Plan to the contrary, the Committee shall not
have the authority to increase or decrease the actual payout of any Performance Award (as defined below) granted to any
Participant pursuant to Section 4(b) hereunder.
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