Delta Airlines 2012 Annual Report Download - page 417

whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the
Company, for purposes of the TAP, the Participant's employment shall be considered to have been terminated
by the Company for Cause.
(ix) Change in Control .
Notwithstanding the forgoing and subject to Section 5 below, upon a Participant's
Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the
Termination of Employment of the Participant if he is employed by an Affiliate at the time the Company sells or
otherwise divests itself of such Affiliate) on or after a Change in Control but prior to the second anniversary of such
Change in Control, the Participant's outstanding Performance Award shall immediately become vested at the target
level (or, with respect to any Earned Award, at the level at which it was earned) and such amount will be paid in cash
to the Participant as soon as practicable. With respect to any Participant who incurs a Termination of Employment by
the Company without Cause or who resigns for Good Reason prior to a Change in Control, if a Change in Control
occurs thereafter during the Performance Period, such Participant's Adjusted Performance Award, Adjusted ROIC
Installment and Earned Awards, if any, will immediately become vested and be paid in cash to the Participant as
soon as practicable.
5. Potential Reduction in Payments Due to Excise Tax.
In the event that a Participant becomes entitled to benefits
under the TAP, then such benefits, together with any payment or consideration in the nature of value or compensation to or
for the Participant's benefit under any other agreement with or plan of Delta, shall be subject to reduction as set forth in
Section 4(e) of the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan, which relates to the excise tax under
Section 4999 of the Code.
6. Definitions.
For purposes of the TAP, the following definitions are hereby modified as set forth below and will apply
in lieu of the definitions set forth in the 2007 Performance Plan or as modified, as applicable.
(a) For purposes of the TAP, “ Good Reason”
shall have the meaning set forth in the 2007 Performance Plan
except the following will be ignored for purposes of determining whether a Participant has suffered a reduction that
constitutes Good Reason under the TAP: (i) any Award made to a Participant under the TAP; (ii) any long-
term award made
to a Participant under the 2007 Performance Plan; (iii) any other equity-
based awards or other incentive compensation
awards made to a Participant by Delta (or any Affiliate); and (iv) 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.
(b) For purposes of the TAP, “ Retirement ”
means a Termination of Employment (other than for Cause or death)
either: (i) on or after a Participant's 62
nd
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 52
nd
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 TAP 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 TAP, with respect to fiscal
periods materially affected by the restatement and may recover from the Participant all such incentive compensation to the
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