DAL 6.30.2014 EX 10.1






Exhibit 10.1


TERMS OF 2014 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:


	
		
	Roy J. Bostock
	Shirley C. Franklin

	John S. Brinzo
	David R. Goode

	Daniel A. Carp
	George N. Mattson

	David G. DeWalt
	Paula Rosput Reynolds

	William H. Easter III
	Kenneth B. Woodrow

	Mickey P. Foret
	 






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




		
	Grant Date:
	June 27, 2014




Number of
		
	Shares:
	The number of shares of Restricted Stock granted to each Non-Employee Director shall equal 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.


In addition, an additional number of shares of Restricted Stock granted to the non-executive chairman of the Board shall equal the result of dividing $50,000 by Y.  The terms of this grant are identical to the terms of the grant to each Non-Employee  Director as described below.


		
	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 Exhibit 1 (a “2014 Grant”) will vest (the “Vesting Date”) on the earlier of (1) June 27, 2015 and (2) the date of Delta’s 2015 Annual Meeting of Stockholders, subject to such Non-Employee Director's continued service as a member of the Board on the Vesting Date.




_____________________________
1  In accordance with these terms, each Non-Employee Director received 4,070 shares of Restricted Stock on June 27, 2014.  This is equal to $160,000 divided by $39.33 (the closing price of Delta Common Stock on the New York Stock Exchange on June 27, 2014), rounded to the nearest whole ten shares.  In addition, the non-executive chairman of the Board received 1,270 shares of Restricted Stock on June 27, 2014.  This is equal to $50,000 divided by $39.33 (the closing price of Delta Common Stock on the New York Stock Exchange on June 27, 2014), rounded to the nearest whole ten shares.









Accelerated
		
	Vesting:
	Notwithstanding the forgoing, accelerated vesting will occur prior to the Vesting Date as follows:  individual 2014 Grants shall immediately vest on the date such Non-Employee Director ceases to be a member of the Board due to death or Disability.  For purposes of the 2014 Grant, “Disability” shall mean 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.




		
	Forfeiture:
	Except as expressly set forth above, a Non-Employee Director shall 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 or Disability.




		
	Dividends:
	In the event a cash dividend is paid with respect to shares of Delta Common Stock at a time during which the 2104 Grant is unvested, the Non-Employee Director will be eligible to receive the dividend when the 2014 Grant vests.