Exhibit



EXHIBIT 10.4



TERMS OF 2016 RESTRICTED STOCK AWARD1 


		
	Participants:
	All members of Delta’s Board of Directors (the “Board”) who are not employees of Delta (“Non-Employee Directors”).  These directors are:


	
		
	Francis S. Blake
	Shirley C. Franklin

	Daniel A. Carp
	George N. Mattson

	David G. DeWalt
	Sergio A. L. Rial

	Thomas E. Donilon
	Kathy N. Waller

	William H. Easter III
	Kenneth B. Woodrow

	Mickey P. Foret
	 






		
	Type of Award:
	Restricted Stock, as defined and granted under the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “2007 Plan”).




		
	Grant Date:
	June 10, 2016




Number of
		
	Shares:
	The number of shares of Restricted Stock granted to each  
Non-Employee Director equals the result of the following formula:  $160,000 divided by Y, where


 
Y  =  the closing price of Delta Common Stock, par value $0.0001 per share, on the New York Stock Exchange on the Grant Date.


		
	Partial Shares:
	Any partial shares resulting from the above formula will be ignored and the aggregate shares of Restricted Stock for each Non-Employee Director will be rounded up to the nearest whole ten shares.


 
		
	Vesting:
	Each grant awarded to a Non-Employee Director under the terms of this Attachment A (a “2016 Grant”) will vest (the “Vesting Date”) on the earlier of (1) June 10, 2017 and (2) the date of Delta’s 2017 Annual Meeting of Stockholders, subject to such Non-Employee Director’s continued service as a member of the Board on the Vesting Date.




Accelerated
		
	Vesting:
	Notwithstanding the foregoing, accelerated vesting will occur prior to the Vesting Date as follows:  individual 2016 Grants will  immediately vest on the date such Non-Employee Director ceases to be a member of the Board due to death, Disability or Retirement.  For purposes of the 2016 Grant, (1) “Disability” means the Non-Employee Director’s inability to perform his or her duties as a member of the Board for a period of 180 or more days as a result of a demonstrable injury or disease and (2) “Retirement” means retiring from the Board (i) at or after age 52 with at least ten years of service as a director; (ii) at or after age 68 w




                                                           
 1  In accordance with these terms, each Non-Employee Director received 3,810 shares of Restricted Stock on June 10, 2016.  This is equal to 
$160,000 divided by $42.04 (the closing price of Delta Common Stock on the New York Stock Exchange on June 10, 2016), rounded up to the nearest whole ten shares.







ith at least five years of service as a director; or (iii) at the Non-Employee Director’s mandatory retirement date.


		
	Forfeiture:
	Except as expressly set forth above, a Non-Employee Director will immediately forfeit any unvested Restricted Stock on the date such Non-Employee Director ceases to be a member of the Board for any reason, other than due to death, Disability or Retirement.




		
	Dividends:
	In the event a cash dividend is paid with respect to shares of Delta Common Stock at a time during which the 2016 Grant is unvested, the Non-Employee Director will be eligible to receive the dividend when the 2016 Grant vests.