Delta Airlines 2013 Annual Report Download - page 144

or program; provided , however
, that any MIP payment made to an Executive Officer Participant in MIP Restricted Stock will be
considered as earnings only for purposes of the Company’
s restoration payment program, as in effect from time to time. If such
payments are included, unless otherwise provided in such plan or program, participants will be eligible to contribute amounts paid
under the MIP into such plans in the same manner and to the same extent as their ordinary compensation and any amounts so
contributed will be subject to any applicable Company contributions and/or matches. Notwithstanding anything to the contrary in
this Section 9 and except as otherwise provided under the terms of any defined contribution plan sponsored by the Company, any
MIP payment received in connection with a Termination of Employment shall not be considered earnings under any benefit plan or
program sponsored by Delta.
10. Effective Date. The MIP will become effective as of January 1, 2014; provided however,
if on or before the date the
Committee adopts the MIP any employee who would otherwise have participated in the MIP is informed that his or her
employment will be terminated by the Company without Cause, any severance such employee is entitled to receive will be
calculated based on the 2013 Management Incentive Plan as in effect as of December 31, 2013.
11. Amendment.
Except as otherwise expressly set forth in this Section and Section 14, the terms of Section 14 of the 2007 Plan
shall apply to any amendment or termination of the MIP. In addition, the terms applicable to any Participant will be subject in their
entirety to the terms of any offer letter or other document to which the Participant has agreed. The terms of such offer letter or other
document, if contrary to the terms of the MIP, shall govern the rights of the corresponding Participant.
12. Fractions. Any calculation under the MIP that results in a fractional amount will be rounded up to two decimal points.
13. Section 409A of the Code.
Notwithstanding anything to the contrary in the MIP, to the extent that any amount paid
hereunder in connection with a Termination of Employment constitutes deferred compensation under Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder (together, “ Section 409A ”)
and is paid to a
“specified employee” as defined in Section 409A, the payment of such amount will be delayed for six months.
14. Clawback.
Notwithstanding anything to the contrary in the MIP and subject to further amendment of this Section 14 to the
extent required to be in compliance with any applicable law or regulation 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 such
Participant, including, without limitation, any MIP Award, 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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