2009 Management Incentive Program




 Exhibit 10.19 
 DELTA AIR LINES, INC. 
 2009 MANAGEMENT INCENTIVE PLAN 
 1. Purpose. The 2009 Management Incentive Plan (the “MIP”) is an annual cash incentive program sponsored by Delta Air Lines, Inc.
(“Delta” or the “Company”) that is intended to: (a) closely link pay and performance by providing management employees with a compensation opportunity based on Delta’s achieving key business plan goals in
2009; and (b) align the interests of management employees with the Company’s other employees and stakeholders. The MIP is being adopted under, and is subject to the terms of, the Delta Air Lines, Inc. 2007 Performance Compensation Plan
(the “2007 Plan”). Capitalized terms that are used but not defined in the MIP shall have the meaning ascribed to them in the 2007 Plan. 
 2. Plan Administration. (a) The Personnel & Compensation Committee of the Board of Directors (the “Committee”) shall be responsible for the general administration and interpretation of the MIP and for
carrying out its provisions. The Committee shall have such powers as may be necessary to discharge its duties hereunder, including, without limitation, the following powers and duties, but subject to the terms of the MIP: 
 (i) authority to construe and interpret the terms of the MIP, and to determine eligibility, awards and the amount, manner and time of
payment of any awards hereunder; 
 (ii) authority to prescribe forms and procedures for purposes of MIP participation and
distribution of awards; 
 (iii) authority to adopt rules and regulations and to take such actions as it deems necessary or
desirable for the proper administration of the MIP; and 
 (iv) authority at any time prior to a Change in Control to
eliminate or reduce the actual payout to any Participant in the MIP. 1 
 (b) Any rule or decision by the Committee that is not inconsistent with the provisions of the MIP shall be conclusive and binding on all persons, and
shall be given the maximum deference permitted by law. 
 3. Eligibility. All Delta employees worldwide who are either officers, managing directors,
directors, grade 11, grade 10 or grade 8 are eligible to participate in the MIP (“Participants”). 
 4. MIP Awards. 
 (a) General. The MIP award (the “MIP Award”) each Participant receives, if any, will be based on: (i) the Participant’s
Target MIP Award, as defined below; (ii) the level of achievement within each applicable performance measure; and (iii) with respect to the Financial Performance measure, as described below, the occurrence of a payout for 2009 under the
Company’s broad-based employee profit sharing program (the “Profit Sharing Program”). Certain additional requirements will apply to any Participant who, as of December 31, 2009, is employed by the Company as an executive
vice president or more senior officer or holds the position of general counsel or chief financial officer of the Company (“Executive Officer Participant”), as discussed in Section 7(b) below. 
  

	1	For purposes of the MIP, the merger of a subsidiary of Delta with and into Northwest Airlines Corporation on October 29, 2008 shall not be considered a Change in Control.










 (b) Performance Measures. The performance measures used will be one or more of financial
(“Financial Performance”), operational (“Operational Performance”), merger integration (“Merger Integration Performance”), leadership effectiveness (“Leadership Effectiveness
Performance”) and individual performance (“Individual Performance”). Achievement under each performance measure may range from below threshold, at which there is no payout, to the maximum performance level, at which the
payout will be greater than the target level. See Section 6 below. 
 (c) Condition to Financial Performance Payout. Any payout
for Financial Performance is contingent upon a payout under the Profit Sharing Program for 2009. If there is no payout under the Profit Sharing Program for 2009, no amount will be paid with respect to Financial Performance regardless of whether
Delta meets or exceeds that performance measure. 
 (d) Target MIP Awards. The Target MIP Award for each Participant will be expressed
as a percentage of the Participant’s Annual Base Salary (the “Target MIP Award”) as determined by the Committee and will be communicated to Participants in such manner as the Committee deems appropriate. Subject to
Section 8 below, “Annual Base Salary” means the Participant’s 2009 annual base salary as in effect on December 31, 2009. 
 5. Weighting of Performance Measures. Subject to Section 8 below, a percentage of each Participant’s Target MIP Award is allocated to one or more of Financial Performance, Operational Performance, Merger Integration
Performance, Leadership Effectiveness Performance and/or Individual Performance based on the Participant’s employment level, as follows: 
  

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 Performance Measures and Weighting 
  

																
	 Employment
 Level
 (A)
	  	% of Target
MIP Award
allocated to
Financial
Performance
(B)	 	 	% of Target
MIP Award
allocated to
Operational
Performance
(C)	 	 	% of Target
MIP Award
Allocated to
Merger
Integration
Performance
(D)	 	 	% of Target
MIP Award
allocated to
Leadership
Effectiveness
Performance
(E)	 	 	% of Target
MIP Award
allocated to
Individual
Performance
(F)	 
	 CEO
	  	33	%	 	33	%	 	34	%	 	0	%	 	0	%
	 President
	  	33	%	 	33	%	 	34	%	 	0	%	 	0	%
	 EVP
	  	33	%	 	33	%	 	34	%	 	0	%	 	0	%
	 SVP
	  	30	%	 	30	%	 	30	%	 	10	%	 	0	%
	 VP
	  	30	%	 	30	%	 	30	%	 	10	%	 	0	%
	 Managing Director
	  	30	%	 	30	%	 	0	%	 	0	%	 	40	%
	 Director
	  	30	%	 	30	%	 	0	%	 	0	%	 	40	%
						
	 Grade 11
	  	25	%	 	25	%	 	0	%	 	0	%	 	50	%
	 Grade 10
	  	0	%	 	0	%	 	0	%	 	0	%	 	100	%
	 Grade 8
	  	0	%	 	0	%	 	0	%	 	0	%	 	100	%

 6. The Performance Measures—Threshold, Target and Maximum Payout Levels. The Target MIP Award, and the
amounts paid in connection with target levels of Financial, Operational, Merger Integration, Leadership Effectiveness, and Individual Performance, are based on the achievement of the target performance level with respect to each applicable
performance measure (except that Financial Performance also requires a payout under the Profit Sharing Program for 2009). A Participant’s actual MIP Award may be greater or less than the target amount based on whether performance under one or
more of the performance measures applicable to the Participant exceeds or is below target performance. This is explained in more detail below. 
 (a) Financial Performance Measures. The Financial Performance measures for 2009 are based on Delta’s Pre-Tax Income, as defined below. The following table describes the performance ranges and award payout levels for 2009
Financial Performance, subject to Section 4(c) above: 
  

													
	 	  	Threshold	 	 	Target	 	 	Maximum	 
	 % of Target Financial Performance Measure Paid
	  	 	50	%	 	 	100	%	 	 	200	%
				
	 Required 2009 Pre-Tax Income
	  	$	856 million	 	 	$	1.278 billion	 	 	$	1.700 billion	 

 Payouts will be straight-line interpolated when Pre-Tax Income results fall above Threshold and below Target or
above Target and below Maximum. 
  

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 “Pre-Tax Income” will be the amount of Pre-Tax Income, if any, determined under the
Profit Sharing Program for 2009.2 
 (b)
Operational Performance Measures. The Operational Performance measures for 2009 are based on both Delta and Delta Connection operational performance, with (i) Delta’s operational performance accounting for 75% of the measure and
(ii) Delta Connection performance accounting for 25% of the measure. Delta’s Operational Performance is based on the number of times during 2009 that Delta meets or exceeds its monthly goals under the broad-based employee shared rewards
program (the “Shared Rewards Program”). Delta Connection’s Operational Performance is based on the number of times during 2009 that the Delta Connection carriers meet or exceed their monthly operational goals for
(x) completion factor and (y) on-time performance (the “Delta Connection Goals”). The Delta Connection Goals and the methodology for determining whether these goals are met are described in Exhibit A hereto. The
following table describes the performance ranges and award payout levels for 2009 Operational Performance: 
  

													
	 	  	Below Threshold	 	 	Threshold	 	 	Target	 	 	Maximum	 
	 Shared Rewards Program
	  			 			 			 		
					
	 % of Target Payout for this Performance Measure (75% Weighting)
	  	0	%	 	37.50	%	 	75	%	 	150	%
					
	 Number of monthly Shared Rewards Program goals actually met during 2009
	  	15 or less	 	 	16	 	 	21	 	 	26 or more	 
	 Delta Connection Goals
	  			 			 			 		
	 % of Target Payout for this Performance Measure (25% Weighting)
	  	0	%	 	12.50	%	 	25	%	 	50	%
	 Number of Delta Connection Goals actually met during 2009
	  	8 or less	 	 	9	 	 	14	 	 	19 or more	 

 Payouts based on the Shared Rewards Program and Delta Connection Goals will be straight-line interpolated when
actual performance results fall above Threshold and below Target or above Target and below Maximum. 
  

	2	The Profit Sharing Program for 2009 defines “Pre-Tax Income” as follows: for any calendar year, the Company’s consolidated pre-tax income calculated in accordance
with Generally Accepted Accounting Principles in the United States and as reported in the Company’s public securities filings but excluding: (a) all asset write downs related to long term assets, (b) gains or losses with respect to
employee equity securities, (c) gains or losses with respect to extraordinary, one-time or non-recurring events (including without limitation one-time transition or integration costs incurred in connection with the merger of the Company and
Northwest Airlines Corporation during the two year period following the merger), and (d) expense accrued with respect to the profit sharing plan. 

  

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 (c) Merger Integration Performance Measures. The Merger Integration Performance measures for 2009 will be measured
based on the achievement of quantifiable synergies as a result of the merger of a wholly owned subsidiary of Delta with and into Northwest Airlines Corporation on October 29, 2008 (the “Merger”), including, without limitation,
expense reductions (including a decrease in cost per available seat mile); an increase in revenue or revenue growth (including an increase in revenue per available seat mile or increased revenue from a new or amended affinity card agreement); and
productivity and process improvement. Company management will periodically report to the Company’s Board of Directors regarding Merger synergies. The following table describes the performance ranges and award payout levels for 2009 Merger
Integration Performance: 
  

													
	 	  	Below Threshold	 	 	Threshold	 	 	Target	 	 	Maximum	 
	 % of Target Merger Integration Measure Paid
	  	0	%	 	50	%	 	100	%	 	200	%
	 Quantifiable Merger Synergies
	  	Less than $480 million	 	 	$480 million	 	 	$600 million	 	 	$720 million	 

 Payouts based on Merger Integration Performance will be straight-line interpolated when actual performance results
fall above Threshold and below Target or above Target and below Maximum. 
 (d) Leadership Effectiveness Performance Measure. The
Leadership Effectiveness Performance measure (applicable to Participants who are Vice Presidents or Senior Vice Presidents) for 2009 will be based on an evaluation of whether a Participant has demonstrated leadership attributes and results during
2009 including, among other things, supporting diversity, providing talent management, meeting financial budget, and being a role model for the Rules of the Road. The performance ranges and award payout levels will be determined by the Committee.

 (e) Individual Performance Measure. The Individual Performance measure (applicable to Participants who are not officers) is
generally determined by each Participant’s Leader Performance Management evaluation (“LPM”) at the end of 2009. The performance ranges and award payout levels will be determined by the Committee. 
 7. Timing of Award Payments. 
 (a) In General.
Subject to Sections 7(b) and 8(a) below, any payouts to a Participant under the MIP for 2009 will be made in cash, as soon as practicable after (i) the Committee certifies the achievement of the required Financial Performance, Operational
Performance and Merger Integration Performance results and (ii) where applicable, Leadership Effectiveness Performance results have been determined and an LPM evaluation has been completed, but in no event later than March 15, 2010, unless
it is administratively impracticable to do so, and such impracticability was unforeseeable at the end of 2009, in which case such payment shall be made as soon as administratively practicable after March 15, 2010. Further, unless a payout for
2009 under the Profit Sharing Program occurs after March 15, 2010, any payout under the 2009 MIP will not be made prior to a payout for 2009 under the Profit Sharing Program; provided, however, if it is determined there will be no payout
for 2009 under the Profit Sharing Program, any MIP Awards that are payable based on Operational Performance, Merger Integration Performance, Leader Effectiveness Performance or Individual Performance will be paid as soon as practicable thereafter,
but in no event later than March 15, 2010, unless it is administratively impracticable to do so, and such impracticability was unforeseeable at the end of 2009, in which case such payment shall be made as soon as administratively practicable
after March 15, 2010. 
  

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 (b) Executive Officer Participants. Payouts under the MIP to Executive Officer Participants will
be subject to the following terms and conditions: 
 (i) Payment in Restricted Stock. If there is no payout under the
Profit Sharing Program for 2009, any payout under the MIP to an Executive Officer Participant will be made in shares of Restricted Stock rather than in cash, with the number of shares of Restricted Stock being equal to the result of the following
formula (“MIP Restricted Stock”): A ÷ B, where3: 
 A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash; and 
 B = the closing price of a Share on the New York Stock Exchange on the date that the Committee approves the payouts, if any, to the Executive Officer
Participants under the MIP following the Committee’s certification of the achievement of the required performance measures as described in Section 7(a). 
 (ii) Lapsing of Restrictions; Forfeiture. Until the restrictions imposed by this Section 7(b)(ii) (the
“Restrictions”) have lapsed pursuant to the terms below, an Executive Officer Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the MIP Restricted Stock and the MIP Restricted
Stock will be subject to forfeiture as set forth below. 
 (A) The Restrictions shall lapse and be of no further force or
effect on the earlier of the date (1) there is a payout under the Profit Sharing Program unless, prior to such payout, the Executive Officer Participant incurs a Disqualifying Termination of Employment or (2) an Executive Officer
Participant incurs a Qualifying Termination of Employment. The MIP Restricted Stock will be immediately forfeited if, prior to the lapsing of the Restrictions, the Executive Officer Participant incurs a Disqualifying Termination of Employment.

 (B) “Disqualifying Termination of Employment” means an Executive Officer Participant’s Termination of
Employment (1) by reason of a voluntary resignation; or (2) by the Company for Cause. 
 (C) “Qualifying
Termination of Employment” means an Executive Officer Participant’s Termination of Employment (1) by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment by the Participant if he
is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate); (2) by reason of Retirement; or (3) due to death or Disability. 
  

	3	If this formula results in any fractional share, the MIP Restricted Stock will be rounded up to the nearest whole share. 

  

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 (D) For purposes of the MIP, “Good Reason” shall have the meaning set
forth in the 2007 Plan except: (1) any Award made to a Participant under the Delta Air Lines, Inc. Merger Award Program; (2) any other equity-based awards or other incentive compensation awards made to a Participant by any of Delta (or any
Affiliate) or Northwest (or any subsidiary) at or prior to the closing of the Merger; and (3) 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,
will be ignored for purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under the MIP. Furthermore, with respect to any Participant who was employed by Northwest or any subsidiary thereof immediately
prior to the closing of the Merger, all compensation and benefit programs provided to such Participant prior to the Merger by Northwest or any subsidiary thereof, including, without limitation, the Participant’s base salary, will be ignored for
purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under the MIP. 
 (E) For purposes of the MIP, “Retirement” means a Termination of
Employment (other than for Cause or death) either: (1) on or after a Participant’s 62nd birthday provided that such Participant has
completed at least 5 years service with the Company (or an Affiliate) or Northwest (or a subsidiary); or (2) on or after a Participant’s 52nd birthday provided that such Participant has completed at least 10 years service with the Company (or an Affiliate) or Northwest (or a subsidiary). 
 (iii) Dividends. In the event a cash dividend shall be paid in respect of Shares at a time the Restrictions on the MIP Restricted
Stock have not lapsed, the Participant shall be eligible to receive the dividend upon the lapse of the Restrictions. The Restrictions shall apply to any such dividend. 
 (iv) 2007 Plan; Written Notice. The MIP Restricted Stock will otherwise be subject to the terms of the 2007 Plan. In the event any
Executive Officer Participant’s MIP Award is converted to MIP Restricted Stock, such Participant will receive a written notice of such conversion with the details thereof as soon as practicable after the MIP Payment Date. 
 8. Change in Employment Status. 
 (a) Termination
of Employment. 
 (i) A Termination Event in 2009—General. Except as expressly set forth in this
Section 8 or the Delta Air Lines, Inc. 2007 or 2009 Officer and Director Severance Plan (the “Severance Plan”), in the event a Participant’s employment with Delta terminates for any reason prior to the end of the workday
on December 31, 2009, such Participant will be ineligible for any award under the MIP. In other words, if a Participant is employed according to Company records through the end of the workday on December 31, 2009, the Participant will be
eligible for any award earned under the MIP for 2009, including, if applicable, MIP Restricted Stock. 
 (ii) Termination
on or after January 1, 2010. Subject to Section 7(b) above, a Participant who incurs a Termination of Employment for any reason other 

  

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than for Cause on or after January 1, 2010 will remain eligible for any unpaid MIP Award, which award will be paid according to the terms of
Section 7(a) above. A Participant who is terminated by the Company for Cause on or after January 1, 2010 will forfeit any unpaid MIP Award. 
 (iii) Pro Rata MIP Payment. 
 (A) Death, Disability or Retirement. This
Section 8(a)(iii)(A) applies to any Participant who incurs a Termination of Employment prior to January 1, 2010 due to the Participant’s death, Disability or Retirement (as such term is defined in Section 7(b)(ii)(E)). Subject to
the Participant’s execution of a waiver and release of claims in a form and manner satisfactory to the Company, such Participant, or his estate, will be eligible to receive a MIP Award based on an adjusted annual base salary amount, but
otherwise in the same manner, to the same extent and at the same time as the Participant would have received such MIP Award if such Participant’s employment had continued through December 31, 2009. The most recent LPM prior to the
Termination of Employment will generally apply to the Individual Performance measure, if any, applicable to the Participant. The Participant’s Annual Base Salary will be the result of the following formula: X × Y/12, where: 
 X = the Participant’s annual base salary as in effect as of the date of Termination of Employment; and 
 Y = the number of calendar months the Participant was actively employed by Delta during 2009 in a MIP-eligible position, rounded up for any partial
month.4 
 (B) Termination of Employment Without Cause or Resulting in Benefits under the
Severance Plan. This Section 8(a)(iii)(B) applies to any Participant who incurs a Termination of Employment prior to January 1, 2010 due to either (1) a Termination of Employment by the Company without Cause, or (2) for any
other reason that entitles such Participant to benefits under the Severance Plan. Subject to the Participant’s execution of a waiver and release of claims in a form and manner satisfactory to the Company, such Participant will be eligible to
receive a Pro Rata MIP Payment made in cash as soon as practicable after a Participant’s Termination of Employment, but in no event later than 2 1/2 months following the end of the year in which the Termination of Employment occurs. “Pro Rata MIP Payment” means the result of the following formula: W × Z/12, where: 
 W = the Participant’s Target MIP Award; and 
 Z = the number of calendar months the Participant was actively employed by Delta during 2009 in a MIP-eligible position, rounded up for any partial month. 
  

	4	For purposes of the MIP, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the following month. For example, one
calendar month from January 31, 2009 will elapse as of February 28, 2009, two months will elapse on March 31, 2009, and so on. 

  

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 (b) Other Changes in Employment
Status. The terms of this Section 8(b) shall apply to circumstances involving new hires, promotions, demotions, transfers or leaves of absence during 2009. After a Participant’s Target MIP Award is determined under this
Section 8(b), the appropriate weighting of performance measures will apply to each portion of such Target MIP Award as set forth in Section 5 above. For partial calendar months, the change in employment status will be considered effective
as of the 1st day of the month in which there is a change in status. The end of year LPM will apply to any Individual Performance measure applicable
to the Participant unless the Participant is no longer subject to the LPM process after the change in employment status, in which case the most recent LPM will apply. Any MIP Awards payable under this Section 8(b) will be paid at the same time
and in the same manner as such awards are paid to active Participants, subject to Section 7(b) above.  
 (i)
New Hires. With respect to any individual who becomes employed by Delta as a grade 8 or any more senior MIP-eligible position during 2009 but after January 1, 2009, such individual will be a Participant in the MIP and will be eligible to
receive an award under the MIP for 2009; provided, that such Participant’s Annual Base Salary will be the result of the following formula: X × Y/12, where: 
 X = the Participant’s annual base salary as of December 31, 2009; and 
 Y = the number of calendar months the Participant was actively employed by Delta in a MIP-eligible position during 2009, rounded up for any partial month.

 (ii) Promotions. Participants who are either promoted into a MIP-eligible job level or promoted into a higher
level of MIP participation during 2009 will have their Target MIP Award calculated based on their annual base salary at each MIP-eligible job level (measured as of the date immediately prior to the date the promotion is considered effective for
purposes of the MIP, if applicable, as described in the first paragraph of Section 8(b) above, and as of December 31, 2009) and the number of calendar months they were employed in each such capacity, multiplied by the relevant total target
award percentage applicable to their position or positions during the relevant period. 
 (iii) Demotions. Participants
who are either demoted to a position that is not eligible to participate in the MIP or demoted to a lower level of MIP participation during 2009 will have their Target MIP Award calculated based on their annual base salary at each MIP-eligible job
level (measured as of the date immediately prior to the date the demotion is considered effective for purposes of the MIP, as described in the first paragraph of Section 8(b) above, and, if applicable, as of December 31, 2009) and the
number of calendar months they were employed in each such capacity, multiplied by the relevant total target award percentage applicable to their position or positions during the relevant period. 
 (iv) Transfers and Leaves of Absence. In the event that during 2009 a Participant transfers employment from Delta to a Delta
subsidiary or affiliate that does not participate in the MIP, other than a transfer to the Delta Community Credit 

  

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Union (the “DCCU”), the Participant will forfeit any eligibility for an award under the MIP. Except as provided under Section 8(b)(v)
below, any Participant who goes on any type of leave or who transfers to the DCCU at any time during 2009 will have his Target MIP Award calculated based on his annual base salary (measured as of the date immediately prior to the date the transfer
or leave is considered effective for purposes of the MIP) and the number of calendar months he was employed in a MIP-eligible position during 2009, multiplied by the relevant total target award percentage applicable to his MIP-eligible position.

 (v) Military Leave. In the event that at any time during 2009 a Participant is on a Military Leave of Absence, his
or her Annual Base Salary shall be equal to the aggregate annual base salary the Participant received from Delta during 2009 plus any amount of base salary such Participant would have received had he or she been actively employed by Delta in any
corresponding MIP-eligible position during such leave. “Military Leave of Absence” means a Participant’s absence from his or her position of employment at any time during 2009 because of service in the uniformed services, as
defined under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“USERRA”); provided, that a Participant must provide the Company appropriate evidence that his or her absence was due to service
in the uniformed services and the period of such service in order to be considered to be on a Military Leave of Absence for purposes of the MIP. For purposes of the MIP, any Participant who is absent due to military service (according to
Delta’s records) as of December 31, 2009 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, 2009; 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 2008 Management Incentive Plan as in effect as of December 31, 2008. 
  

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 11. Amendment. Except as otherwise expressly set forth in this Section, 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. 

 

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 EXHIBIT A—DELTA CONNECTION GOALS: 
 Delta Connection’s Operational Performance will be based on the number of times during 2009 that the group of Delta Connection carriers meets or
exceeds its monthly operational goals for completion factor and on-time arrival performance (the “Delta Connection Goals”). The 24 monthly Delta Connection Goals are included on the following tables: 
  

							
	 Month in 2009
	  	Completion Factor
2009 Goal	 	 	On-Time Arrival
Performance
2009 Goal	 
	 January
	  	97.1	%	 	77.1	%
	 February
	  	97.0	%	 	74.5	%
	 March
	  	97.7	%	 	78.8	%
	 April
	  	99.1	%	 	83.8	%
	 May
	  	99.4	%	 	86.1	%
	 June
	  	98.8	%	 	79.5	%
	 July
	  	98.3	%	 	80.3	%
	 August
	  	98.0	%	 	79.7	%
	 September
	  	98.9	%	 	86.0	%
	 October
	  	98.6	%	 	84.1	%
	 November
	  	98.7	%	 	83.5	%
	 December
	  	97.4	%	 	72.4	%

  

	 	A.	The primary source of reported metrics used to calculate performance will be performance reports provided by each Delta Connection carrier on a daily basis and validated by Delta
Connection Performance Management. 

  

	 	B.	All domestic and international Delta Connection carrier system operations subject to capacity purchase agreements and/or revenue proration agreements will be included in the
performance measures, including the operations of American Eagle, ASA, Chautauqua, Comair, Compass, Freedom, Mesaba, Pinnacle, SkyWest and Shuttle America, but excluding any revenue proration operations with respect to which passenger reservations
are not reflected on Delta’s reservations system (the “Delta Connection Program”). In the event that a carrier enters or leaves the Delta Connection Program, that carrier’s operations will be included or excluded from the
performance measures as applicable. 

  

	 	C.	The monthly calculation for completion factor, (excluding Delta Connection arrivals and departures from the LGA Marine Terminal), will be as follows: 

  

	 	1.	Add all Delta Connection scheduled system operations for the month. 

  

	 	2.	Add all Delta Connection system completed flights for the month (including flights canceled by one carrier and covered by another via an extra section, which also includes flights
changed to Delta or Northwest aircraft). 

  

	 	3.	Divide the result of C.2 by the result of C.1 for a combined Delta Connection system completion factor. 

  

	 	D.	The monthly calculation for on-time performance will be as follows: 

  

	 	1.	Add all Delta Connection completed system operations for the month. 

  

	 	2.	Add all Delta Connection system on time operations for the month. On time operations are defined as the number of flights that arrive at the scheduled destination within 15 minutes
of the scheduled arrival time. 

  

	 	3.	Divide the result of D.2 by the result of D.1 for a combined Delta Connection system on-time performance measure. 

  

	 	E.	All calculations will be performed and validated by Delta Connection Performance Management.