Delta Airlines 2014 Annual Report Download - page 436

(a) For purposes of the 2015 LTIP, “ 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 2015 LTIP: (i) any long-term award made to a Participant under the 2007 Performance Plan; (ii) any other equity-
based
awards or other incentive compensation awards made to a Participant by Delta (or any Affiliate or former Affiliate); and (iii) 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 2015 LTIP, “ 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 2015 LTIP 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 2015 LTIP, 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.
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 2015 LTIP, including a Participant who is a “specified employee”
as defined in Section 409A,
shall be adjusted or delayed and (b) any term of the 2015 LTIP may be adjusted, in such manner as to comply with Section 409A and
maintain the intent of the 2015 LTIP to the maximum extent possible. More specifically, to the extent any payment provided to a
Participant under the 2015 LTIP 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.
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