Delta Airlines 2014 Annual Report Download - page 448

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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