Delta Airlines 2012 Annual Report Download - page 403

purposes of the MIP, any Participant who is absent due to military service (according to Delta's records) as of
December 31, 2013 and has been on such leave for a cumulative period (during the period he or she has been
employed by Delta) of five years or less, will be presumed to be on a Military Leave of Absence. Any Participant
who is similarly absent due to military service (based on Delta's records) and who has been on such leave for a
period of more than five years will not be considered to be on a Military Leave of Absence until he or she provides
appropriate evidence that he or she is entitled to an exception to the five-
year limit on uniformed service as set forth
in USERRA.
9. Treatment of Payments Under Benefit Plans or Programs
. MIP payments, which for an Executive Officer
Participant who receives MIP Restricted Stock means the amount of the payout to the Executive Officer Participant under
the MIP had the payout been made in cash, will be considered as earnings under any benefit plan or program sponsored by
Delta only to the extent such payments are included as earnings under the terms of the specific plan 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, 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, 2013; 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 2012 Management Incentive Plan as in effect as of December 31, 2012.
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
11