Delta Airlines 2013 Annual Report Download - page 133

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EXHIBIT 10.17
DELTA AIR LINES, INC.
2014 MANAGEMENT INCENTIVE PLAN
1. Purpose. The 2014 Management Incentive Plan (the “ MIP ”)
is an annual incentive program sponsored by Delta Air Lines,
Inc. (“ Delta ” or the “ Company ”)
that is intended to closely: (a) link pay and performance by providing management employees
with a compensation opportunity based on Delta achieving key business plan goals in 2014; and (b) align the interests of
management employees with the Company’
s other employees and stakeholders. The MIP is being adopted under, and is subject to
the terms of, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “ 2007 Plan ”).
Capitalized terms that are used
but not defined in the MIP shall have the meaning ascribed to them in the 2007 Plan.
2. 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 MIP 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 MIP:
(i)
authority to construe and interpret the terms of the MIP, 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 MIP participation and distribution of awards;
(iii)
authority to adopt rules and regulations and to take such actions as it deems necessary or desirable for the
proper administration of the MIP; and
(iv)
authority at any time prior to a Change in Control to eliminate or reduce the actual payout to any Participant
in the MIP.
(b)
Any rule or decision by the Committee that is not inconsistent with the provisions of the MIP 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 Plan to the contrary, the Committee shall not have the authority to
increase the actual payout to any Participant in the MIP.
3. Eligibility.
All Delta employees worldwide who are officers, managing directors (grade 13), directors (grade 12), general
managers (grade 11), grade 10 or grade 8 (other than employees who participate in a sales incentive plan or other major functional
incentive plan, as may be in effect from time to time) are eligible to participate in the MIP (“ Participants ”).
4. MIP Awards.
(a) General. The MIP award (the “ MIP Award ”)
each Participant receives, if any, will be based on: (i) the
Participant’s Target MIP Award, as defined below; (ii) the level of achievement within each applicable performance measure;
and
(iii) the occurrence of a payout for 2014 under the Company’s broad-based employee profit sharing program (the “
Profit Sharing
Program ”), as described below. Certain additional requirements will apply
1