Delta Airlines 2012 Annual Report Download - page 418

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.
8. Section 409A of the Code.
To the extent required to be in compliance with Section 409A of the Code, and the
regulations promulgated thereunder (together, “ Section 409A ”),
notwithstanding any other provision of this Plan, (a) any
payment or benefit to which a Participant is eligible under the TAP, including a Participant who is a
“specified employee”
as
defined in Section 409A, shall be adjusted or delayed and (b) any term of the TAP may be adjusted, in such manner as to
comply with Section 409A and maintain the intent of the TAP to the maximum extent possible. More specifically, to the
extent any payment provided to a Participant under the TAP constitutes non excepted deferred compensation under Section
409A and the Participant is at the time of his termination of employment considered to be a “specified employee”
pursuant
to the Company's policy for determining such employees, the payment of any such non excepted amount and the provision
of such non excepted benefits will be delayed for six months following the Participant's separation from service.
Notwithstanding the foregoing, Delta shall not have any liability to any Participant or any other person if any payment is
determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A and does not satisfy the
additional conditions applicable to nonqualified deferred compensation under Section 409A.
13