exv10w15wb






EXHIBIT
10.15(b)




DELTA AIR LINES, INC. 2009 MANAGEMENT INCENTIVE PLAN RESTRICTED
 STOCK
AWARD AGREEMENT




	 	 	 
	 

	 	Date of this Agreement:
	 

	 	Grant Date:






[Name]



This Award Agreement (the “Agreement”) describes some of the terms of your award (the
“Award”) under the Delta Air Lines, Inc. 2009 Management Incentive Plan (which is subject
to the Delta Air Lines, Inc. 2007 Performance Compensation Plan) (the “2009 MIP”). Your
Award is subject to the terms of the 2009 MIP and this Agreement. Capitalized terms that are used
but not otherwise defined in this Agreement have the meaning set forth in the 2009 MIP. In order
for this Award to remain effective, you must accept the Award in accordance with Section 9 below on
or before the date that is 30 calendar days after the date of this Agreement (the “Acceptance
Date”). If you do not accept the Award as required, the Award and this Agreement will become
void and of no further effect as of 5:00 pm Eastern Time on the Acceptance Date.




     1. Summary of Award. You are hereby awarded, on the Grant Date above (the “Grant
Date”), Restricted Stock for [NUMBER] shares of Delta Common Stock, par value $0.0001 per
share. Terms applicable to your Award, including the lapsing of the Restrictions on your
Restricted Stock and the forfeitability of your Award, are included in the 2009 MIP.



     2. Restrictive Covenants. In exchange for the Award, you hereby agree as follows:




     (a) Trade Secrets. You hereby acknowledge that during the term of your employment with
Delta Air Lines, Inc., its subsidiaries and affiliates (“Delta”), you have acquired
and will continue to acquire knowledge of secret, confidential and proprietary information
regarding Delta and its business that fits within the definition of “trade secrets” under
the law of the State of Georgia, including, without limitation, information regarding
Delta’s present and future operations, its financial operations, marketing plans and
strategies, alliance agreements and relationships, its compensation and incentive programs
for employees, and the business methods used by Delta and its employees, and other
information which derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use, and is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy (each, a “Trade Secret”).
You hereby agree that for so long as such information remains a Trade Secret as defined by
Georgia law, you will hold in a fiduciary capacity for the benefit of Delta and shall not
directly or indirectly make use of, on your own behalf or on behalf of others, any Trade
Secret, or transmit, reveal or disclose any Trade Secret to any person, concern or entity.
Nothing in this Agreement is intended, or shall be construed, to limit the protections of
any applicable law protecting trade secrets.




     (b) Confidential or Proprietary Information. You further agree that you will hold in a
fiduciary capacity for the benefit of Delta, and, during the term of your employment with
Delta and for the two year period after such employment terminates, shall not directly or
indirectly use or disclose, any Confidential or Proprietary Information, as defined
hereinafter, that you acquire (whether or not developed or compiled by you and whether or
not you were authorized to have access to such Confidential or Proprietary Information) during the term of, in the course
of, or as a result of your employment by Delta. Subject to the provisions set forth below,
the term “Confidential or Proprietary Information” as used in this Agreement means
the following secret, confidential and proprietary information of Delta not otherwise
included in the definition of Trade



 









 






Secret: all marketing, alliance, advertising and sales
plans and strategies; all pricing information; all financial, advertising and product
development plans and strategies; all compensation and incentive programs for employees; all
alliance agreements, plans and processes; all plans, strategies, and agreements related to
the sale of assets; all third party provider agreements, relationships, and strategies; all
business methods and processes used by Delta and its employees; all personally identifiable
information regarding Delta employees, contractors, and applicants; and all lists of actual
or potential customers or suppliers maintained by Delta. The term “Confidential or
Proprietary Information” does not include information that has become generally available to
the public by the act of one who has the right to disclose such information. Nothing in
this Agreement is intended, or shall be construed, to limit the protections of any
applicable law protecting confidential or proprietary information.




     (c) Employee Non-Solicitation Agreement. During the term of your employment with Delta
and during the one-year period following the termination of such employment, you will not
directly or indirectly (on your own behalf or on behalf of any other person, company,
partnership, corporation or other entity), employ or solicit for employment any individual
who is a management or professional employee of Delta for employment with any entity or
person other than Delta or solicit, encourage or induce any such person to terminate their
employment with Delta. The restrictions set forth in this Section shall be limited to those
Delta management or professional employees who: (i) were employed by Delta during your
employment in a supervisory or administrative job; and (ii) with whom you had material
professional contact during your employment with Delta.




     (d) Non-Competition Agreement. You acknowledge that Delta competes in a worldwide
passenger air travel market, and Delta’s business plan is increasingly international in
scope. You also acknowledge that although Delta’s business plan focuses on international
air travel as a growing and important component, domestic air travel service will continue
to be critical to Delta’s success and will remain a primary focus of its overall air travel
business. You acknowledge that the airlines listed below are particular competitors to
Delta in the domestic or international market, and employment or consulting with any of the
listed carriers would create more harm to Delta than relative to your possible employment or
consulting with other air passenger carriers or air cargo carriers. You agree that the
restrictions placed on you under this paragraph will not prevent you from earning a
livelihood, given the large number of worldwide and domestic passenger and cargo air
carriers not included in the list below. During the term of your employment with Delta and
for the one-year period following the termination of such employment, you will not on your
own behalf or on behalf of any person, firm, partnership, association, corporation or
business organization, entity or enterprise, provide the same or substantially similar
services, as an employee, consultant, partner, or in any other capacity, to any of the
following entities, which you hereby acknowledge are all competitors of Delta: AMR
Corporation, American Airlines, Inc., Continental Airlines, Inc., Southwest Airlines Co.,
UAL Corporation, United Air Lines, Inc., US Airways Group, Inc., US Airways, Inc., JetBlue
Airways Corporation, AirTran Holdings, Inc., or AirTran Airways, Inc. (individually and
collectively, the “Competitor”). This restriction shall only apply to the extent
that you may not provide services to the Competitor: (a) while working within a fifty (50)
mile radius of the city limits of Atlanta, Georgia; or (b) while working out of or within a
fifty (50) mile radius of the corporate headquarters or a major hub operation of the
Competitor.




     (e) Return of Property. You hereby agree that all property belonging to Delta,
including records, files, memoranda, reports, personnel information (including benefit
files, training records, customer lists, operating procedure manuals, safety manuals,
financial statements, price lists and the like), relating to the business of Delta, with
which you come in contact in the course of your



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employment (hereinafter “Delta’s
Materials”) shall, as between the parties hereto, remain the sole property of Delta.
You hereby warrant that you shall promptly return all originals and copies of Delta’s
Materials to Delta at the time your employment terminates.




     (f) Cooperation. You hereby agree that you shall, both during and after your
employment with Delta, to the extent requested in writing and reasonable under the
circumstances, cooperate with and serve in any capacity requested by Delta in any pending or
future litigation in which Delta has an interest, and regarding which you, by virtue of your
employment with Delta, have knowledge or information relevant to the litigation.




     (g) Clawback. If you are an officer of Delta at or above the Vice President level, you
hereby agree that if the Committee determines that you have 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 you, including, without limitation, your
Award, with respect to fiscal periods materially affected by the restatement and may recover
from you all such incentive compensation to the extent 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.




	3.	 	Dispute Resolution.






     (a) Arbitration. You hereby agree that except as expressly set forth below, all
disputes and any claims arising out of or under or relating to the Award or this Agreement,
including without limitation any dispute or controversy as to the validity, interpretation,
construction, application, performance, breach or enforcement of this Agreement, shall be
submitted for, and settled by, mandatory, final and binding arbitration in accordance with
the Commercial Arbitration Rules then prevailing of the American Arbitration Association.
Unless an alternative locale is otherwise agreed in writing by the parties to this
Agreement, the arbitration shall be conducted in the City of Wilmington, Delaware. The
arbitrator will apply Delaware law to the merits of any dispute or claim without reference
to rules of conflicts of law. Any award rendered by the arbitrator shall provide the full
remedies available to the parties under the applicable law and shall be final and binding on
each of the parties hereto and their heirs, executors, administrators, successors and
assigns and judgment may be entered thereon in any court having jurisdiction. You hereby
consent to the personal jurisdiction of the state and federal courts in the State of
Delaware, with venue in Wilmington, for any action or proceeding arising from or relating to
any arbitration under this Agreement. The prevailing party in any such arbitration shall be
entitled to an award by the arbitrator of all reasonable attorneys’ fees and expenses
incurred in connection with the arbitration. However, Delta will pay all fees associated
with the American Arbitration Association and the arbitrator. All parties must initial here
for this Section 3 to be effective:




	 	 	                     [NAME]
	 
	 	 	                     Robert L. Kight—Vice President—Compensation, Benefits and Services
Delta Air Lines, Inc.






     (b) Injunctive Relief in Aid of Arbitration; Forum Selection. You hereby



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acknowledge and agree that the provisions contained in Section 2 of this Agreement are reasonably
necessary to protect the legitimate business interests of Delta, and that any breach of any
of these provisions will result in immediate and irreparable injury to Delta for which
monetary damages will not be an adequate remedy. You further acknowledge that if any such
provision is breached or threatened to be breached, Delta will be entitled to seek a
temporary restraining order, preliminary injunction or other equitable relief in aid of
arbitration in any court of competent jurisdiction without the necessity of posting a bond,
restraining you from continuing to commit any violation of the covenants, and you hereby
irrevocably consent to the jurisdiction of the state and federal courts of the State of
Delaware, with venue in Wilmington, which shall have jurisdiction to hear and determine any
claim for a temporary restraining order, preliminary injunction or other equitable relief
brought against you by Delta in aid of arbitration.





     (c) Consequences of Breach. Furthermore, you acknowledge that, in partial
consideration for the Award described in the 2009 MIP and this Agreement, Delta is requiring
that you agree to and comply with the terms of Section 2 and you hereby agree that without
limiting any of the foregoing, should you violate any of the covenants included in Section 2
above, you will not be entitled to and shall not receive any Awards under the 2009 MIP and
this Agreement and any outstanding Awards will be forfeited.





     (d) Tolling. You further agree that in the event the enforceability of any of the
restrictions as set forth in Section 2 of this Agreement are challenged and you are not
preliminarily or otherwise enjoined from breaching such restriction(s) pending a final
determination of the issues, then, if an arbitrator finds that the challenged restriction(s)
is enforceable, the time period set forth in such Section shall be deemed tolled upon the
filing of the arbitration or action seeking injunctive or other equitable relief in aid of
arbitration, whichever is first in time, until the dispute is finally resolved and all
periods of appeal have expired.





     (e) Governing Law. Unless governed by federal law, this Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without regard to
principles of conflicts of laws of that State.





     (f) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION
WITH ANY MATTER ARISING OUT OF, UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS
AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY DISPUTE CONCERNING ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF DELTA OR YOU, OR ANY
EXERCISE BY DELTA OR YOU OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY
RELATING TO THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR DELTA TO ISSUE AND ACCEPT THIS AGREEMENT.



     4. Validity; Severability. In the event that one or more of the provisions contained
in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect,
such holding shall not affect any other provisions in this Agreement, but this Agreement shall be
construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
The invalidity, illegality or
unenforceability of any provision or provisions of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement, which will remain in full force and
effect.



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     5. Authority of the Committee. You acknowledge and agree that the Committee has the
sole and complete authority and discretion to construe and interpret the terms of the 2009 MIP and
this Agreement. All determinations of the Committee shall be final and binding for all purposes
and upon all persons, including, without limitation, you and Delta, and your heirs and successors.
The Committee shall be under no obligation to construe this Agreement or treat the Award in a
manner consistent with the treatment provided with respect to other Awards or Participants.



     6. Amendment. This Agreement may not be amended or modified except by written
agreement signed by you and Delta.



     7. Acknowledgement. By signing this Agreement: (a) you acknowledge that you have had
a full and adequate opportunity to read this Agreement and you agree with every term and provision
herein, including without limitation, the terms of Sections 2, 3, 4, and 5; (b) you acknowledge
that you have received and had a full and adequate opportunity to read the 2009 MIP; (c) you agree,
on behalf of yourself and on behalf of any designated beneficiary and your heirs, executors,
administrators and personal representatives, to all of the terms and conditions contained in this
Agreement and the 2009 MIP; and (d) you consent to receive all material regarding any awards under
the 2009 MIP, including any prospectuses, electronically with an e-mail notification to your work
e-mail address.



     8. Entire Agreement. This Agreement, together with the 2009 MIP (the terms of which
are made a part of this Agreement and are incorporated into this Agreement by reference),
constitute the entire agreement between you and Delta with respect to the Award.



     9. Acceptance of this Award. If you agree to all of the terms of this Agreement and
would like to accept this Award, you must sign and date the Agreement where indicated below and, if
you do not accept this Award electronically, return an original signed version of this Agreement to
Mary Steele, either by hand or by mail to Department 936, P.O. Box 20706, Atlanta, Georgia 30320,
as set forth on page 1 of this Agreement. If you have any questions regarding how to accept your
Award, please contact Ms. Steele at (404) 715-6333. Delta hereby acknowledges and agrees that its
legal obligation to make the Award to you shall become effective when you sign this Agreement.



     10. Electronic Signature. All references to signatures and delivery of documents in
this Agreement can be satisfied by procedures that the Company has established or may establish for
an electronic signature system for delivery and acceptance of any such documents, including this
Agreement. Your electronic signature is the same as, and shall have the same force and effect as,
your manual signature. Any such procedures and delivery may be effected by a third party engaged
by the Company to provide administrative services related to the 2009 MIP.



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You and Delta, each intending to be bound legally, agree to the matters set forth above by signing
this Agreement, all as of the date set forth below.




	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Robert L. Kight 	 
	 	 	Title:  	Vice President Compensation, Benefits and Services 	 
	 



	 	 	 	 	 
	 

	 	PARTICIPANT	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 [NAME]	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 Date:	 	 






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