DAL 3.31.2012 EX 10.1






Exhibit 10.1 




SEPARATION AGREEMENT AND GENERAL RELEASE
FOR THE 2009 DELTA AIR LINES, INC. OFFICER AND DIRECTOR SEVERANCE PLAN AS AMENDED AND RESTATED AS OF JANUARY 2, 2009, 
AND AS FURTHER AMENDED ON FEBRUARY 4, 2010




1.    Agreement.  I, Samuel H. Halter, Jr. the undersigned and the individual named on the signature page hereto, wish to accept the benefits being offered by Delta Air Lines, Inc. ("Delta") under the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan, as amended and restated as of January 2, 2009, and as further amended on February 4, 2010, (the "Plan") as well as the benefits described in Section 2 of  this Separation Agreement and General Release ("Agreement").  In agreeing to participate in the Plan and to receive the benefits described in Section 2 of this Agreement, I acknowledge I have carefully reviewed the provisions of the Plan and the Agreement and believe both are in my best interest.  I acknowledge entering into this Agreement voluntarily and without coercion.  I understand that capitalized terms that are not otherwise defined in this Agreement have the meanings ascribed to them under the Plan.  I further acknowledge and agree that I have resigned or shall resign from employment with Delta effective April 1, 2012, and my last day of employment with Delta was or shall be March 31, 2012.  I also agree that I have resigned or shall resign from any positions that I may hold with Delta and with any Delta subsidiary or affiliate effective as of March 1, 2012. 


2.    Severance Benefits.  In exchange for voluntarily executing and returning this Agreement to Delta, and satisfying all eligibility criteria set forth in the Plan and this Agreement, Delta will provide me with the benefits as described in the Plan.  In addition, because the combination of my age and service exceeds 55, Delta will also provide me with the following retirement benefits as they exist from time to time: (a) at my expense, access to retiree medical benefits; (b) retiree basic life insurance; (c) retiree flight travel benefits; and (d) payment of accrued vacation.   All benefits payable pursuant to the preceding sentence shall be subject to any required withholding and payment of all applicable federal, state and local taxes.   In addition, Delta and I agreed that for a period of six calendar months beginning April 1, 2012, I will provide consulting services to Delta's President or CFO, or other Delta personnel as the President or CFO may designate.  These consulting services will be provided with respect to any matter within my area of expertise or knowledge as developed during my employment with Delta.  During this six-month period, I agree to be reasonably available for the performance of consulting services at mutually agreeable times and places.  I understand that the performance of these consulting services is in addition to any Cooperation obligation described in Section 7.  In consideration for the performance of such consulting services, Delta will pay me a fee of four hundred thousand dollars ($400,000) (“Consulting Fee”).  This Consulting Fee is a one-time payment that will be made within thirty days after this Agreement takes effect as provided in Subsection 5(h) and will be in addition to any payments otherwise due me under the Plan.  I understand and agree that the Consulting Fee and any payments under the Plan will not be considered as earnings under any benefit plan or program sponsored by Delta.  I further understand that any benefits and payments made under the Plan and this Agreement will be subject to the required withholding and payment of all applicable federal, state and local taxes.  I acknowledge and agree that Delta will have no obligation to provide me with any benefits in connection with my employment relationship with Delta, the termination of that relationship, or the consulting services, except as described in the Plan and this Agreement 









other than retirement and equity-based benefits in accordance with the respective terms of any retirement and equity-based benefits plan in which I participated during my employment with Delta and certain vested travel benefits.


3.    General Waiver and Release.  In exchange for the benefits that Delta is providing under this Agreement and the Plan, I hereby agree as follows:


a.    Except for the rights and obligations provided by or arising under this Agreement, the Plan, the Delta Retirement Plan, the Delta Family-Care Savings Plan, any other broad based benefit plan sponsored by Delta, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (or any successor), Delta's vacation and Paid Personal Time policies regarding the eligibility of departing employees to receive payment for unused, earned vacation or Paid Personal Time, or any right I may have to indemnification by Delta, I hereby release, acquit, withdraw, retract and forever discharge any and all claims, causes of action, costs, or expenses, known or unknown, fixed or contingent, which I now have or may have hereafter, directly or indirectly, personally or in a representative capacity, against Delta, including all of its current and former subsidiaries, affiliates, predecessors, and successors, and their subsidiaries, affiliates, predecessors, and successors and all of each entity's respective current and former administrators, fiduciaries, parents, subsidiaries, plans, affiliates, members of the Boards of Directors, officers, directors, shareholders, representatives, agents, employees, plan administrators, and all other persons acting through or in connection with Delta, or its current and former subsidiaries, affiliates, predecessors, and successors, and their subsidiaries, affiliates, predecessors, and successors (each a "Released Party") by reason of any matter, conduct, claim, event, act, omission, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement, arising out of, related to, or in connection with my employment with and separation from Delta, its subsidiaries, or affiliates.  This general release includes, but is not limited to, all claims, manner of actions, and causes of action, known or unknown, fixed or contingent, which arise under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973, as amended; the Worker Adjustment and Retraining Notification Act; 42 U.S.C. §§ 1981 through 1988; the Employee Retirement Income Security Act of 1974, as amended; the Fair Credit Reporting Act; Executive Order 11246, as amended; the Equal Pay Act of 1963, as amended; any federal, state, or local statute, ordinance, or regulation providing protection for employees who report suspected violations of law or regulation; any other federal, state or local statute, ordinance, or regulation respecting discriminatory hiring or employment practices or civil rights laws based on protected class status or respecting any other employment practices requirements or protections (except for wage or leave benefits that may not be waived); common law claims of intentional or negligent infliction of emotional distress, defamation, negligent hiring, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, or wrongful termination of employment; and all other claims of any type or nature, including any claim in contract or tort, any claim for equitable relief or money damages (including compensatory and punitive damages), any claim for attorneys' fees, and any claim for costs associated with any such alleged claim.  I understand and intend that this General Release shall discharge all claims against the Released Parties to the extent permitted by law, but shall not discharge claims arising out of any events which may occur after the date of execution of this Agreement.


b.    I acknowledge, agree and hereby stipulate to the following:  (i) during my employment with Delta, I was allowed to take all leave and afforded all other rights to which I was entitled under the Family and Medical Leave Act (“FMLA”), the Uniformed Services Employment 









and Reemployment Rights Act (“USERRA”), or any other applicable federal, state, or local law providing for an employee's leave of absence for medical, family, civic, child-care, parental, military service, court, or volunteer related reasons (“Leave Law”); and (ii) Delta has not in any way interfered with, restrained, or denied my exercise of (or attempt to exercise) any right under the FMLA, the USERRA, or any other applicable federal, state, or local Leave Law, nor terminated or otherwise discriminated against me for exercising (or attempting to exercise) any such rights.


c.    Except as specifically provided in this Agreement, I acknowledge, agree and hereby stipulate to the following:  (i) in connection with my employment with Delta and subsequent separation from employment, I have been paid all wages, commissions, compensation, accrued time-off, benefits, and other amounts that I am or was owed under the Fair Labor Standards Act (“FLSA”), or any other applicable federal, state, or local law or regulation providing for the payment of wages, commissions, compensation, meal periods, rest periods, benefits, accrued time-off, and time-of-payment (“Wage Law”); and (ii) I am not owed any back-pay, damages, penalties, or any other amounts due under the FLSA, or any other applicable federal, state, or local Wage Law.


d.    I understand that this General Release shall discharge all claims against the Released Parties to the extent permitted by law, but shall not prohibit me from filing a charge or claim with any local, state, or federal administrative agency or from cooperating in any investigation conducted by any local, state, or federal administrative agency to the extent that filing such charge or claim or such cooperation cannot be waived by me as a matter of law.  Nevertheless, I understand and agree that through this General Release I waive all claims and rights to monetary or other recovery for any legal claims against Released Parties to the fullest extent permitted by law.  


e.    Except as necessary to enforce the terms of this Agreement and subject to Subsection d. of this Section, I agree that neither I, nor anyone acting on my behalf, will sue any Released Party based on any claim released under this Agreement.  In the event that I sue, or anyone acting on my behalf sues, any Released Party based on any claim released under this Agreement, I will hold each Released Party harmless from any claim asserted in such lawsuit, as well as all costs and expenses, including attorneys' fees, arising from the defense of such claim, and will accept no payment or other benefit as a result of such lawsuit or any settlement thereof.


f.    I execute this Agreement with full knowledge and understanding that there may be issues, actions, claims, and matters that are not now known by me and that any payment or benefits conferred in consideration of this Agreement are accepted as final.  I execute this Agreement understanding and acknowledging the significance and consequences of waiving such unknown issues, actions, claims, and matters.  Thus, for the purpose of implementing a full and complete release and discharge of the Released Parties, I hereby expressly acknowledge that the General Release set forth in Subsection a. of this Section is intended to and does include and discharge, without limitation, all issues, actions, claims, and matters that I do not know about, or suspect to exist, at the date of the execution of this Agreement and that this Agreement contemplates the extinguishment of all such issues, actions, claims, and matters. 


g.    I represent and agree that I am not aware of any acts committed by the Released Parties that violate any federal, state, or local statute, ordinance, regulation, or any other applicable law.


4.    No Admissions.  This Agreement is not to be construed in any way as an admission by any of the Released Parties that they have violated any federal, state, or local statute, ordinance, 









or regulation, or violated any Delta policy.


5.    Waiver of Age Discrimination Claims.  I understand that there may be numerous, valuable rights under federal, state, and local law, including rights under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”), which I am waiving by executing this Agreement.  In connection with this and regardless of ADEA coverage, I hereby certify that:


a.    This Agreement and the Plan are written in a manner that is understandable to me.


b.    I am receiving valuable consideration under the Plan and this Agreement to which I would not otherwise be entitled.


c.    The payments and other consideration set forth in this Agreement and the Plan constitute full, fair, and adequate consideration for the affirmations, waivers, releases, discharges, and other agreements made by me in this Agreement.


d.    I have been advised in writing to consult with an attorney prior to executing this Agreement.


e.    I understand that this Agreement is a general release of Delta and the other Released Parties from any past or existing claim or potential claim, known or unknown, including any claim or potential claim relating to my employment relationship with Delta, and termination of that relationship.


f.    I have been given a period of forty-five (45) days in which to review this Agreement and to consult with an attorney, accountant, tax advisor, spouse, or any other person.  I have either used this full forty-five (45) day period to consider this Agreement, or have voluntarily chosen to execute this Agreement before the end of that period.  


g.    I acknowledge and agree that I have been provided a copy of the Plan, which includes a description of benefits provided under the Plan and the group of individuals covered by the Plan.  In addition, the Plan and this Agreement contain information as to eligibility requirements along with applicable time limits for receipt of benefits under the Plan.


h.    I understand I have seven (7) calendar days after signing to revoke this Agreement (the “Revocation Period”).  To revoke this Agreement, I must notify Delta of the intent to revoke through a signed statement delivered to Robert L. Kight, Vice President - Global HR Services & Labor, ATG Department 948, 1030 Delta Blvd., Atlanta, Georgia 30354-6001, or to such other person and address as Delta may designate in writing, on or before the last day of the Revocation Period.  I acknowledge that this Agreement will not take effect until the day after the Revocation Period has expired, provided that I have not exercised my revocation right.  If I revoke this Agreement, it shall immediately be void and of no further force or effect and I will not receive the Severance Benefits referred to in this Agreement; otherwise, this Agreement will be fully effective and enforceable as of the day after the Revocation Period. 


i.    I have not been coerced in any way to execute this Agreement.











6.    Return of Property.  I agree that all property belonging to Delta, including records, files, memoranda, reports, personnel information (including corporate records, benefit files, training records, customer lists, operating procedure manuals, safety manuals, financial statements, price lists and the like), relating to the business of Delta, which I have come in contact with in the course of my employment (hereinafter "Delta's Materials") shall, as between the parties hereto, remain the sole property of Delta.  I hereby warrant that I have returned all originals and copies of Delta's Materials to Delta.


7.    Cooperation.  I agree that I shall, 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 I, by virtue of my employment with Delta, have knowledge or information relevant to the litigation.  Delta shall reimburse me for reasonable and necessary out-of-pocket expenses that I incur in connection with such cooperation.


8.    Trade Secrets.  I hereby acknowledge that during the term of my employment with Delta, I had access to and acquired 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”).  I hereby agree that, for so long as such information remains a Trade Secret as defined by Georgia law, I will hold in a fiduciary capacity for the benefit of Delta and shall not directly or indirectly make use of, on my 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. 


9.    Confidential or Proprietary Information.  I further agree that I will hold in a fiduciary capacity for the benefit of Delta and its current and former predecessors, successors, subsidiaries, and affiliates, and, during the two-year period beginning on the date I sign this Agreement (the “Effective Date”), shall not directly or indirectly use or disclose, any Confidential or Proprietary Information, as defined hereinafter, that I may have acquired (whether or not developed or compiled by me and whether or not I was authorized to have access to such Confidential or Proprietary Information) during the term of, in the course of, or as a result of my 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 financial plans and strategies; all strategies and plans related to airline operations; all strategies, plans, and agreements related to real estate acquisitions, dispositions, and sales; all plans for outsourcing, in-sourcing, and third party contract work; all marketing, alliance, and sales plans and strategies; all pricing information; all advertising and product development plans and strategies; all business development plans and strategies; all compensation and incentive programs for employees; all alliance and joint venture agreements, plans and processes; all plans, strategies, and agreements related to acquisitions, dispositions, and sales of non-real estate 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, suppliers, or buyers maintained by Delta.  The term “Confidential and 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.


10.    Employee Non-Solicitation Agreement.  During the one-year period following the Effective Date, I will not directly or indirectly (on my 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 or its affiliates, for employment with any entity or person other than Delta or its affiliates, or encourage or induce any such person to terminate their employment with Delta or its affiliates.  The restrictions set forth in this Section shall be limited to those Company management or professional employees who:  (i) were employed by Delta or its affiliates during my employment in a management or professional job with Delta; and (ii) with whom I had material professional contact during my employment with Delta.


11.    Confidentiality of Agreement.  Subject to the provisions of Section 3.d. above, I agree that the nature, terms, conditions, and substance of this Agreement are strictly confidential and shall be kept confidential by me and all of my attorneys and family members and shall not be disclosed at any time to any other person or entity whomsoever without the prior written consent of Delta, except as to the settlement amounts which may be disclosed solely:  (a) as necessary in the course of preparing and filing appropriate tax returns or dealing with federal or state taxing authorities; and (b) in the performance of personal or business financial planning.  In addition, any term hereof may be disclosed during any lawsuit or other proceeding brought to enforce the terms of this Agreement or as required pursuant to a valid subpoena or court or administrative order.  I agree that upon the receipt of a valid subpoena or court or administrative order for information contained in or regarding the nature, terms, conditions, or substance of this Agreement, I shall, within five (5) days, notify Delta in writing of such request and shall give Delta the opportunity to object to the disclosure of such information before responding to any such request.  


12.    Non-Competition Agreement.  I acknowledge that Delta competes in a worldwide passenger air travel market, and Delta's business plan is increasingly international in scope.  I also acknowledge that although Delta's business plan focuses on international air travel as a critical component, Delta will continue to provide primarily domestic air travel service.  I 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 my possible employment or consulting with other air passenger carriers or air cargo carriers.  I agree that the restrictions placed on me under this paragraph will not prevent me 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 one-year period following the Effective Date, without the prior written consent of the Executive Vice President HR and Labor, I will not on my 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 I hereby acknowledge are all competitors of Delta:  AMR Corporation and American Airlines, Inc.; United Continental Holdings, Inc., Continental Airlines, Inc., UAL Corporation, and United Air Lines, Inc.; US Airways Group, Inc. and US Airways, Inc.; Southwest Airlines Co., AirTran Holdings, Inc., and AirTran Airways, Inc.; or JetBlue Airways Corporation (individually and collectively, the “Competitor”).  This restriction shall only apply to the extent that I 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.


13.    No Statements.  Subject to the provisions of Subsection 3.d., I agree that I will not make any oral or written statement to the news media, in any public forum, or to any business competitive with Delta, its subsidiaries, or affiliates, concerning any actions or inactions by Delta, NW Corporation, or Northwest, or any of their present or former subsidiaries or affiliates or any of their present or former officers, directors or employees (the “Delta Parties”), relative to the Delta Parties' compliance with any state, federal or local law or rule.  Subject to the provisions of Section 3.d., I also agree that I will not make any oral or written statement or take any other action which disparages or criticizes the Delta Parties, including, but not limited to any such statement which damages the Delta Parties' good reputation or impairs their normal operations or activities.  Subject to the provisions of Section 3.d., I further agree that I will not initiate or solicit claims against the Delta Parties or otherwise directly or indirectly encourage or support any claim that has been or in the future is asserted by a third party against the Delta Parties arising out of, related to, or in connection with any matter arising on or before the date of the Agreement.  


14.    Arbitration.  I hereby agree that except as expressly set forth below, all disputes and any claims arising out of or under or relating to this Agreement, including without limitation any dispute or controversy as to the validity, interpretation, construction, application, performance, breach or enforcement of this Agreement or any of its terms, 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 to 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 conflict 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.  I hereby consent to the personal jurisdiction of the state and federal courts located in the State of Delaware 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 Arbitration Section to be effective:


/s/ SHH        Samuel H. Halter, Jr.


/s/ RLK        Robert L. Kight, Vice President - Global HR Services & Labor
                 Delta Air Lines, Inc.


15.    Injunctive Relief in Aid of Arbitration; Forum Selection.  I hereby acknowledge and agree that the provisions contained in Sections 8 through 13 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.  I 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 me from continuing to commit any violation of the covenants, and I 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 me by Delta in aid of arbitration.  


16.    Consequences of Breach.  Furthermore, I acknowledge that, in partial consideration for the payments and benefits described in the Plan and this Agreement, Delta is requiring that I agree to and comply with the terms of Sections 8 through 13 and I hereby agree that without limiting any of the foregoing, should I violate any of the terms of Sections 8 through 13 hereof, I:  (a) will not be entitled to and shall not receive any benefits under the Plan and this Agreement; and (b) shall repay to Delta all cash compensation I have received under this Agreement.  


17.    Tolling.  I further agree that in the event the enforceability of any of the restrictions as set forth in Sections 9, 10, and 12 of this Agreement are challenged and I am 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(s) 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. 


18.    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.  


19.    Waiver of Jury Trial.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, I 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 ME, OR ANY EXERCISE BY DELTA OR ME OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT.  I FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR DELTA TO ISSUE AND ACCEPT THIS AGREEMENT.


20.    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.


21.    Successors.  This Agreement shall be binding upon, and inure to the benefit of me, Delta, and each of our heirs, administrators, representatives executors and assigns.  This Agreement shall be binding upon, and inure to the benefit of Delta and its successors, and past, current and future fiduciaries, directors, shareholders, administrators, subsidiaries, agents, employees and 









assigns.


22.    Headings and Captions.  The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement.


23.    Entire Agreement.  This Agreement sets forth the entire Agreement between Delta and me and supersedes any other written or oral agreement.  No representations, statements, or inducements have been made to me concerning this Agreement other than the representations and statements contained and memorialized in this Agreement.


IN WITNESS WHEREOF, Delta has executed this Agreement on the 29th day of March, 2012, and Samuel H. Halter, Jr. has executed this Agreement on the date indicated below.




/s/ Samuel H. Halter, Jr.                    
Samuel H. Halter. Jr.


Date:       March 29, 2012                    




/s/ Robert L. Kight                    
Robert L. Kight 
Vice President - Global HR Services & Labor
Delta Air Lines, Inc.