EX-10.2 FORM OF OFFER OF EMPLOYMENT






EXHIBIT 10.2




          




			
	Michael H. Campbell	 	 
	Executive Vice President
	 	October 31, 2008
	HR, Labor & Communications	 	 






[Name/Address]




Dear [Name]:



I am pleased to confirm our verbal offer of employment for the position of [POSITION] of Delta Air
Lines, Inc. (“Delta” or the “Company”). Your active employment with Delta will begin on the
closing date of the merger between Nautilus Merger Corporation, a wholly owned subsidiary of Delta,
and Northwest Airlines Corporation (such transaction referred to as the “Merger”, and your active
employment commencement date referred to as the “Delta Transfer Date”). The following information
generally summarizes the terms of our offer.




ANNUAL COMPENSATION



Your base salary will be $[AMOUNT] per annum, payable in accordance with the usual payment
practices of the Company except that for convenience purposes only, regardless if your Delta
Transfer Date is prior to January 1, 2009, you will be paid from the Northwest Airlines Inc.
(“NWA”) payroll through at least that date.



You will participate in Delta’s 2009 Management Incentive Plan (the “MIP”) according to the terms
of the MIP as in effect from time to time. As [POSITION] at Delta, your Target MIP Award for 2009
will be [PERCENTAGE] % of your annual base salary.




LONG-TERM COMPENSATION



As soon as practicable after the Delta Transfer Date, and subject to your execution of the
underlying award agreement offered to you by Delta, you will receive an equity-based award under
Delta’s 2007 Performance Compensation Plan (the “Performance Plan”) consisting of (1) [NUMBER]
shares of restricted Delta common stock; and (2) a stock option to purchase up to [NUMBER] shares
of Delta common stock (the restricted stock and the stock option collectively referred to as the
“Merger Equity Award”). Subject to your continued employment with Delta and the terms and
conditions set forth in the award agreement, the Merger Equity Award will generally vest as
follows:



20% May 1, 2009;

20% November 1, 2009;

20% May 1, 2010; and

40% November 1, 2011.




Delta Air Lines, Inc., Post Office Box 20706, Atlanta, GA 30320-6001, U.S.A




 









 




In addition to the Merger Equity Award, you will also be eligible to participate in Delta’s 2009
Long-Term Incentive Program (the “2009 LTIP”) as in effect from time to time. The value of your
target award opportunity under the 2009 LTIP will be $[XXX]. Subject only to final approval of
plan language by the Personnel & Compensation Committee of the Board (the “P & C Committee”), half
of the shares subject to the target award opportunity will be time-based restricted stock and half
will be cash-settled performance shares. Subject to your continued employment with Delta and the
terms and conditions set forth in the award agreement, as well as final P & C Committee approval:
(a) the restricted stock will vest in two equal installments on the first and second anniversaries
of the grant date; and (b) the performance shares will vest at the end of a two year performance
period and will be paid out within the range of 0% to 200% depending on whether we meet or exceed
our performance goals.




WITHHOLDING OBLIGATIONS



All consideration provided by Delta shall be provided subject to withholding and other federal,
state and local taxes and deductions as provided by law.




GENERAL BENEFITS



Although you will be employed by Delta as of the Delta Transfer Date, for convenience purposes, you
will not be eligible for Delta’s broad based benefit programs, including health, dental,
disability, survivor, retirement, (including any payments under Delta’s restoration program) and
paid time off until January 1, 2009. Through December 31, 2008, you will continue to be eligible
to participate in the benefit plans and programs that were offered to you by NWA immediately prior
to the Delta Transfer Date.



Except as noted below with respect to the Delta Air Lines, Inc. Officer and Director Severance Plan
(“O&D Severance Plan”), or any successor thereto, you also will generally be entitled to such
benefits as are provided to officers of the Company employed on or after the Delta Transfer Date,
including free and reduced rate travel, financial planning assistance, an annual executive physical
and similar programs as such benefits exist from time to time.



If applicable, you will be eligible for a relocation benefit as provided under the terms of the
Delta Officer Relocation Program. A summary of these benefits is included as Exhibit A. This policy
has certain payback provisions if your employment terminates within two years of the date of your
actual relocation.




SPECIAL TRAVEL BENEFITS AT TERMINATION



Upon your termination of employment from Delta at any time for any reason other than for Cause (as
defined in Exhibit B), you will have a right to participate in the Delta UATP Travel Program (the
“UATP Program”) for life according to the terms of the UATP Program in effect as of the Delta
Transfer Date. This contractual right is further defined and explained in Exhibit C. For your
convenience, I have included an execution copy of the agreement in Exhibit C




					
	 	 	 	 	 
	 
	 	Delta Air Lines, Inc., Post Office Box 20706, Atlanta, GA 30320-6001, U.S.A
	 	 






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granting this contractual right. You should sign and return this execution copy along with your
signed copy of this letter. You should also note that in order to be eligible for this benefit,
you must agree to sign a release containing certain non-compete, non-solicit, and similar other
covenants at the time your employment with Delta terminates.




RETENTION PAYMENT AND WAIVER OF RIGHTS UNDER CERTAIN NWA AGREEMENTS



Delta acknowledges that, pursuant to your Management Compensation Agreement with NWA dated as of
                                        ,                      (as amended) (the “Agreement”), and pursuant to the terms of certain other NWA
programs, including the Key Employee Annual Cash Incentive Program, as amended, (the “KEACIP”) and
the 2003 Long Term Cash Incentive Plan, as amended, (the “2003 LTIP”) upon the termination of your
employment with NWA under certain circumstances, you would be entitled to the severance payments
and benefits set forth in your Agreement, the KEACIP and the 2003 LTIP. By signing below, and in
partial exchange for this offer of employment and the benefits provided pursuant to this letter,
you agree to waive all rights and benefits under the Agreement, the KEACIP and the 2003 LTIP,
regardless of whether such rights are vested or unvested and you will receive the following
payments instead (none of which shall be considered earnings for purposes of any Delta sponsored
benefit plan, and which, for convenience purposes only, will be paid from the NWA payroll):





	 	(a)	 	Subject to Delta’s receipt, promptly following the Delta Transfer Date, of a Waiver and
General Release in a form substantially similar to Exhibit D (the “Release”), signed and
not revoked by you during the revocation period set forth in the Release, you will receive
a retention payment (the “Retention Payment”) in the amount of the lump sum cash severance
payment set forth in 
Section       of your Agreement promptly following the end of such
revocation period. In the event that, prior to the [first] [second] anniversary of the
Delta Transfer Date, you voluntarily terminate your employment with Delta (including due to
retirement) other than due to disability or for “Good Reason” as defined in Exhibit E, or
your employment is terminated by Delta for Cause (as defined in Exhibit B), then you will
be obligated to re-pay to Delta an amount equal to the product of the Retention Payment
multiplied by a fraction, the numerator of which is the number of days during the period
commencing on the effective date of your termination of employment and ending on the
(first) (second) anniversary of the Delta Transfer Date and the denominator of which
is(365) (730) (the “Repayment Amount”). In such event, you must pay the Repayment Amount
to Delta within ten days following the termination of your employment, and Delta shall be
entitled to set-off all or a part of the Repayment Amount against any amounts otherwise
owed to you by Delta or any affiliate of Delta. Anything in this paragraph (a) and Exhibit
E notwithstanding, if following the Merger, your office is relocated by more than 50 miles,
and you voluntarily terminate your employment rather than relocate, you will not owe any
Repayment Amount.





					
	 	 	 	 	 
	 
	 	Delta Air Lines, Inc., Post Office Box 20706, Atlanta, GA 30320-6001, U.S.A
	 	 






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	 	(b)	 	An amount equal to your 2008 KEACIP payment at target payable no later than December
31, 2008.
	 
	 	(c)	 	An amount equal to your 2007-2008 award under the 2003 LTIP at the greater of (a)
100%; or (b) the applicable percent payout determined as if the performance period were
1/1/07 through 9/30/08 rather than 1/1/07 through 12/31/08, but in either case payable no
later than December 31, 2008.
	 
	 	(d)	 	An amount equal to your 2008-2009 award under the 2003 LTIP at 100% payable no later
than December 31, 2008.




If applicable, you will also receive payments described in Exhibit F.




PARTICIPATION IN SEVERANCE PLANS



In the event your employment with Delta is terminated for any reason prior to the [second] [third]
anniversary of the Delta Transfer Date, you will not be eligible to participate in the O&D
Severance Plan, any successor thereto, or any other severance plan or program sponsored by Delta
and you will not be entitled to any severance payments or benefits in connection with your
termination of employment. After such time, and subject to your continued employment, you will
participate in the O&D Severance Plan or its successor in accordance with the terms of the O&D
Severance Plan, as it may be amended from time to time. This section shall not be construed to
provide any rights to continued employment.




IN CONCLUSION



Except as otherwise provided in this letter of agreement, your employment with Delta will be
subject to Delta’s standard policies and will be governed by the terms and conditions of the Human
Resources Policies, as may be amended from time to time hereafter. Anything to the contrary herein
notwithstanding, nothing herein is intended to provide any rights to continued employment. This
letter of agreement supersedes any prior discussions and documentation concerning your compensation
or benefit arrangements with the Company.



If the terms outlined reflect your understanding of our agreement and you accept employment based
on these terms, please indicate your acceptance by signing the two original letters of agreement
provided. Please keep one letter of agreement for your records and return the other to me.



[NAME], we are extremely pleased to have you on the Delta senior leadership team and we look
forward with great pleasure to your contribution to making us the world’s premier airline.



Mary Steele, our director of compensation programs, is available to assist you on questions
regarding your compensation package. Mary’s direct line is 404-715-6333.




					
	 	 	 	 	 
	 
	 	Delta Air Lines, Inc., Post Office Box 20706, Atlanta, GA 30320-6001, U.S.A
	 	 






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Sincerely,




	 	 	 
	 

[NAME]

	 	 
	 
	 	 
	 
	 	 
	 

Date

	 	 






					
	 	 	 	 	 
	 
	 	Delta Air Lines, Inc., Post Office Box 20706, Atlanta, GA 30320-6001, U.S.A
	 	 






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List of Exhibits



Exhibit A — Summary of Delta Officer Relocation Package and Addendum thereto



Exhibit B – Definition of Cause



Exhibit C – Retired Officer Merger Travel Benefit Agreement (enclosed execution copy to be signed
now; Release form attached to Agreement to be signed in future)



Exhibit D – Form of Waiver and Release for Retention Payment (to be signed when letter signed)



Exhibit E – Definition of Good Reason



Exhibit F – Additional Payment (Excise Tax protection)




					
	 	 	 	 	 
	 
	 	Delta Air Lines, Inc., Post Office Box 20706, Atlanta, GA 30320-6001, U.S.A
	 	 






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EXHIBIT A




Quick Reference Guide

Delta Relocation Policy – Current / New Hire Officer



This table summarizes the benefits provided in your relocation program. Use this information as a
quick reference guide, but be sure to review the full details of each policy section for complete
information. All provisions of this policy expire 12 months from your effective date of transfer.




	 	 	 
	BENEFIT	 	DESCRIPTION
	Pass Travel

	 	4 PS-F RT (company officer & spouse* – house hunting)
	 

	 	1 PS-F OW (company officer & spouse* – enroute travel if not driving)
	 

	 	1 PS-Y OW (all other family members – enroute travel if not driving)
	 
	 	 
	Home Finding

	 	Reimbursement of home finding expenses
	 
	 	 
	Temporary Living

	 	Reimbursement of temporary living expenses for up to 6 months
dependent upon needs
	 
	 	 
	Household Goods Move

	 	Move all personal effects
	 
	 	 
	Storage

	 	Storage up to 12 months / delivery from storage to permanent residence
	 
	 	 
	Personal Vehicles

	 	Options:
	 
	 

	 	1. Shipment of personal vehicles
	 

	 	2. Published mileage allowance to drive
	 
	 	 
	Insurance

	 	•   Household Goods: Repair/replacement value coverage provided in addition to van line coverage

	 
	 

	 	•    Vehicles Shipped: Up to $50,000 depreciated value each

	 
	 	 
	COMAT

	 	Delta Air Cargo – 1 shipment up to 500 pounds
	 
	 	 
	Enroute Travel to 

Your New Location

(Household Goods in 

Transit)

	 	Actual and reasonable expenses, lodging / meals – family coverage. If
driving, mileage allowance is equivalent to rate the IRS authorizes
for company business travel or 1 PS-OW pass
	 
	 	 
	Lease Cancellation

	 	Actual cost to break lease
	 
	 	 
	Home Selling Costs

	 	Options:
	 
	 

	 	Via Third-Party Relocation Firm (60 days mandatory marketing of home,
followed by buy out option based on average appraised value if
unsold).



or
	 
	 

	 	Direct reimbursement of home sale cost.
	 
	 	 
	New Home Purchase 

Closing Costs

	 	Buyer closing costs / maximum two mortgage discount points
	 
	 	 
	Tax Information

	 	Tax gross-up of taxable relocation costs








 




			
	*	 	Benefit applies to married or same-sex partner couples





			
	 	 	 
	
	 	Delta Relocation Policy — Officer 10/08          






 









 





Exhibit A (continued)




Loss on Sale Protection Addendum

Officers



In addition to the relocation provisions contained on the Quick Reference Guide, you are being
offered financial assistance to offset a portion of the Loss on Sale you may incur as a result of
the sale of your primary residence. Parameters include:





	 	–	 	Total Loss on Sale (TLOS) will be calculated as your final selling
price minus the original price you paid when you initially purchased your home. It
does not include improvements made to your home since you have owned it.
	 
	 	–	 	100% of the TLOS will be paid by Delta, up to $100,000
	 
	 	–	 	This payment will be grossed up so that your net amount received
reflects a full TLOS amount
	 
	 	–	 	Additional terms may apply based on applicable tax law.





Example where cap does not apply:



You purchased your home for $600,000 and sold the home for $520,000. This represents a TLOS of
$80,000. Delta will reimburse your $80,000 TLOS in addition to the other reimbursements detailed
on the Quick Reference Guide.




Example where cap does apply:



You purchased your home for $600,000 and sold the home for $480,000. This represents a TLOS of
$120,000. Delta will reimburse $100,000 of your TLOS and you will be responsible for the remaining
$20,000 shortfall.



This document is not intended to represent a permanent change to Delta’s relocation policy and is
being offered, individually, as a result of the merger of Delta Air Lines and Northwest Airlines.




 









 





EXHIBIT B




Definition of Cause




Cause means a person’s:





	 	(i)	 	continued, substantial failure to perform his duties with Delta or any entity that,
directly or indirectly, controls or is controlled by or under common control with Delta (an
“Affiliate”) (other than any such failure resulting from incapacity due to physical or
mental illness) after a written demand for substantial performance is delivered to the
person which identifies the manner in which Delta or an Affiliate believes that the person
has not performed his duties, or
	 
	 	(ii)	 	misconduct which is economically injurious to Delta or to any Affiliate, or
	 
	 	(iii)	 	conviction of, or plea of guilty or no contest to, a felony or any other crime
involving moral turpitude, fraud, theft, embezzlement or dishonesty, or
	 
	 	(iv)	 	material violation of any material Delta or Affiliate policy or rule regarding conduct,
which policy or rule has been communicated in writing to the person.






A person shall have a least ten (10) business days to cure, if curable, any of the events (other
than clause (iii)) which could lead to his termination for Cause. For any person who is an
Executive Vice President or more senior executive of Delta, a termination for Cause must be
approved by a 2/3 vote of the entire board of directors of Delta.




 












 





EXHIBIT C




DELTA AIR LINES, INC.

RETIRED OFFICER MERGER TRAVEL BENEFIT AGREEMENT




[DATE]




[Name]




The purpose of this Agreement (the “Agreement”) is to provide you (subject to the terms of
the Agreement and subject to your accepting employment with Delta Air Lines, Inc. (“Delta”)) with
vested rights to certain complimentary leisure travel benefits described below (the “Retired
Officer Merger Travel Benefits”) on Delta and certain Delta Connection Carriers following your
termination of employment. The terms of this Agreement are more fully set forth below.



1. Eligibility. You will be eligible to receive the Retired Officer Merger Travel Benefits upon
your employment with Delta. Eligibility for the Retired Officer Merger Travel Benefits will
terminate upon your termination of employment at any time for “Cause” (as that term is defined in
Attachment A) or your death. You must also enter into an agreement with Delta at or before the time
your employment terminates which contains certain non competition, non solicitation and
confidentiality covenants for the benefit of Delta, as well as a general release of claims against
Delta. The form of such agreement will be substantially in the form attached as Attachment B.
Continued eligibility for the Retired Officer Merger Travel Benefits will also be subject to
compliance with rules and regulations applicable to all participants in the Delta UATP Travel
Program, both active and retired, as they may change from time to time in Delta’s sole discretion.
These rules may include, but are not limited to, age limitations for first class travel, dress
restrictions, forfeiture of all travel benefits for gross misconduct and other generally applicable
restrictions. Violation of these rules could result in suspension or termination of the Retired
Officer Merger Travel Benefits granted under this Agreement. If Delta modifies the UATP Travel
Program for all active and retired participants in such a way that the overall value of the UATP
Travel Program to the participants remains unchanged, but is provided in a fundamentally different
structure, e.g. the UATP system is modified such that continued use of such system is no longer
practical, or the use of allowances is no longer practical, Delta may make such modifications to
this Agreement as are minimally required to conform with such structure, but in any event, after
such modifications, the complimentary leisure travel benefits provided to you thereafter will be
substantially equivalent to the Retired Officer Merger Travel Benefits. Provided however, the
previous sentence shall in no event be construed to allow you to liquidate or exchange the Retired
Officer Merger Travel Benefits for any other benefit.



2. Retired Officer Travel Benefits. Subject to paragraph 1 above, as of your employment date, you
will be vested in and eligible for your lifetime for those complimentary leisure travel benefits in
effect under the Delta UATP Travel Program for someone who retires on the day after the merger
between Nautilus Merger Corporation, a wholly owned subsidiary of Delta, and Northwest Airlines
Corporation is consummated (the “Merger Date”). Eligibility for the Retired Officer Merger Travel
Benefits shall commence upon your termination of employment and you will be vested in and eligible
for these benefits regardless of your age and years of service at the time your employment
terminates and, except for a termination for Cause as defined above or your death, regardless of
the reason for your termination. Although you will also be eligible for any improvements to
Delta’s UATP Travel Program between the Merger Date and your termination of employment, such
improvements will not be vested, and are subject to modification in Delta’s sole discretion at any
time, including after your termination of employment.



3. Allowances. The current annual Tax Reimbursement and Friends & Family allowances (the
“Allowances”) for officers are set forth in Attachment C. After your termination of employment
(and subject to paragraph 1 above), you will be vested in the annual Allowances set forth in
Attachment C based on your job position at the Merger Date. You will receive new annual Allowances
each year; however there will be no “carryover” of any unused Allowance to any subsequent year.
The same calculations Delta applies to decrement the Allowances provided to active officers as they
may change from time to time in Delta’s sole discretion will apply to the Allowances provided to
you under this Agreement. Any unused portion of your



 









 







annual Allowances will be forfeited as of 12:00 midnight on October 31st of each year
and your new annual allowances will become available for your use on November 1st of
each year. Delta may, in its sole discretion, change the beginning and ending date of the annual
Allowance period if it determines such change is necessary to avoid adverse tax consequences to you
or the Company.



4. Amendment. Delta may unilaterally modify this Agreement after the Merger Date if such amendment
is necessary to avoid the imposition of excise taxes on you under Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, or any other
statute or regulation which would result in adverse tax treatment of the Retired Officer Merger
Travel Benefits, but only to the extent necessary to comply with such statute or regulation or to
avoid such excise tax or adverse tax treatment. Otherwise, this Agreement may not be amended or
modified except by written agreement signed by you and Delta.



5. Governing 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.



6. Entire Agreement. This Agreement, together with the terms of the Delta UATP Travel Program
applicable to retired officers as in effect on the Merger Date (the terms of which are made a part
of this Agreement and are incorporated into this Agreement by reference), constitutes the entire
agreement between you and Delta with respect to your post-employment travel benefits (except for
any space available travel benefits that may be available to you as a retiree).


7. Successors and Assigns. This Agreement will be binding upon any successor, assignee, purchaser
or transferee of Delta.



8. Acceptance. If you agree to all of the terms of this Agreement, sign and date the
Agreement where indicated below and 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.



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: Michael H. Campbell
	 	 
	 

	 	 	 	Title: EVP— HR, Labor & Communications	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[NAME]	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Date:	 	 







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Attachment A




Definition of Cause




     Cause means a person’s:




	 	(i)	 	continued, substantial failure to perform his duties with Delta or any entity that,
directly or indirectly, controls or is controlled by or under common control with Delta (an
“Affiliate”) (other than any such failure resulting from incapacity due to physical or
mental illness) after a written demand for substantial performance is delivered the person
which identifies the manner in which Delta or an Affiliate believes that the person has not
performed his duties, or
	 
	 	(ii)	 	misconduct which is economically injurious to Delta or to any Affiliate, or
	 
	 	(iii)	 	conviction of, or plea of guilty or no contest to, a felony or any other crime
involving moral turpitude, fraud, theft, embezzlement or dishonesty, or
	 
	 	(iv)	 	material violation of any material Delta or Affiliate policy or rule regarding conduct,
which policy or rule has been communicated in writing to the person.






A person shall have a least the (10) business days to cure, if curable, any of the events (other
than clause (iii)) which could lead to his termination for Cause. For any person who is an
Executive Vice President or more senior executive of Delta, a termination for Cause must be
approved by a 2/3 vote of the entire board of directors of Delta.



 









 





Attachment B




SEPARATION AGREEMENT AND GENERAL RELEASE




     1. Agreement. I, [NAME], the undersigned and individual named on the signature page hereto,
wish to accept the benefits being offered by Delta Air Lines, Inc. (“Delta”) under the Delta Air
Lines, Inc. retired officer travel program that were described in a letter to me dated ___which
benefits were approved by the Personnel & Compensation Committee of the Board of Delta (such
benefits referred to hereinafter as the “Merger Travel Benefits”). I acknowledge I have carefully
reviewed the provisions of the Merger Travel Benefits, as well as this Separation Agreement and
General Release (“Agreement”). I believe both the Agreement and the Merger Travel Benefits are in
my best interest and I acknowledge entering into this Agreement voluntarily and without coercion.



     2. Merger Travel Benefits. In exchange for voluntarily executing and returning this Agreement
to Delta, Delta will provide me with the Merger Travel Benefits. I acknowledge and agree that
Delta will have no obligation under this Agreement to provide me with any other benefits in
connection with my employment relationship with Delta, or the termination of that relationship,
except as described herein. This provision shall have no impact on my rights under any other
separation agreement to which I am a party.



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



          a. Except for the rights and obligations provided by or arising under this Agreement, the
Delta Retirement Plan, the Delta Family-Care Savings Plan, the Delta Air Lines, Inc. 2007
Performance Compensation Plan, Delta’s vacation and Paid Personal Time policy 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 in law or in equity, suits,
judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses,
costs, expenses, or disputes, 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,
Northwest Airlines Corporation, Northwest Airlines, Inc., including their predecessors and
successors, and their subsidiaries and affiliates 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, contractors, and all persons acting through or in connection with Delta, Northwest
Airlines Corporation, Northwest Airlines, Inc. or their current and former predecessors,
successors, subsidiaries, and affiliates (each a “Released Party” and collectively the “Released
Parties”) 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. 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; 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 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,
quasi-contract or implied-in-law 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



2









 







claim in contract or tort, and any claim for equitable relief, money damages (including
compensatory and punitive damages) and attorneys’ fees and costs associated with any such alleged
claim. All the forgoing terms in this Subsection (a) of this Section are hereinafter referred to
individually and in the aggregate as the “General Release”. 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, accrued time-off, and benefits (“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 cooperating in any investigation
conducted by any local, state, or federal administrative agency to the extent that filing such
charge or claim or cooperation with the investigation by any governmental agency 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.



3









 





          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, code, 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,
regulation, or violated any Delta policy.



     5. ADEA Waiver. I understand that there may be numerous, valuable rights under federal, state
and local, 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 is written in a manner that is understandable to me.



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



          c. Participation in the Merger Travel Benefits constitutes 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 understand I have seven (7) calendar days after signing this Agreement 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, Delta Air Lines, Inc., 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 be eligible to
participate in the Merger Travel Benefits referred to in Section 1 of this Agreement; otherwise,
this Agreement will be fully effective and enforceable as of the day after the Revocation Period.



          h. 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 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.



4









 





     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, 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
marketing, alliance, advertising and sales plans and strategies; all pricing information; all
financial, advertising and product development plans and strategies; all business 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 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 for employment with any entity or person
other than Delta or its subsidiaries or solicit, encourage or induce any such person to terminate
their employment with Delta and its subsidiaries. The restrictions set forth in this Section shall
be limited to those Company management or professional employees who: (i) were employed by Delta
during my employment in a supervisory or administrative job; and (ii) with whom I had material
professional contact during my employment with Delta.



     11. Non-Competition Agreement. During the one-year period following the Effective Date, 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



5









 







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, 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 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.



     12. No Statements. 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, concerning any actions or
inactions by Delta, or any of its present or former subsidiaries or affiliates or any of its
present or former officers, directors or employees, relative to Delta’s compliance with any state,
federal or local law or rule. I further agree that I will not make any oral or written statement
or take any other action which disparages or criticizes Delta, or any of its present or former
subsidiaries or affiliates or any of its present or former officers, directors or employees,
including, but not limited to any such statement which damages Delta’s good reputation or impairs
its normal operations. I further agree that I will not initiate or solicit claims against Delta,
or otherwise directly or indirectly encourage or support any claim that has been or in the future
is asserted by a third party against Delta.



     13. Confidentiality of Agreement. Subject to the provisions of Subsection 3(d), 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 legal subpoena or court order. I agree that
upon the receipt of a subpoena or other legal request 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.



     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 Section 12 to be effective:



                    [NAME]




6









 









			
	                    	 	Robert L. Kight, Vice President – Compensation, Benefits and Services 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 Merger Travel Benefits and this Agreement, Delta is
requiring that I agree to and comply with the terms of Sections 8 through 11 and I hereby agree
that without limiting any of the foregoing, should I violate any of the terms of Sections 8 through
11 hereof, I will not be entitled to and shall not receive any benefits under the Merger Travel
Benefits; and (b) shall repay to Delta all amounts paid by Delta on my behalf in connection with
the Merger Travel Benefits.



     17. Tolling. I further agree that in the event the enforceability of any of the restrictions
as set forth in Sections 9, 10, or 11 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, and
each of my heirs, administrators, representatives executors and assigns. This Agreement shall be
binding



7









 







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 me and Delta
concerning the Merger Travel Benefits 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                      day of [MONTH], [YEAR], and
[NAME] has executed this Agreement on the date indicated below.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[NAME]	 	 
	 
	 	 	 	 	 	 
	 	 	Date:	 	 
	 

	 	 	 	 

	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Robert L. Kight	 	 
	 	 	Vice President – Compensation, Benefits and Services	 	 
	 	 	Delta Air Lines, Inc.	 	 






8









 





     Attachment C



ALLOWANCES





	o	 	Tax Reimbursement Allowance. Annually, Delta will reimburse you the federal,
state and local income and employment taxes (as well as the taxes associated with such
reimbursement) on complimentary travel for you, your spouse, domestic partner or travel
companion, parents and children as defined in Delta’s Nonrevenue Pass Policy as in effect
on the Merger Date (“Eligible Family Members”) and on complimentary travel under the
Friends & Family Allowance (as defined below) with an aggregate imputed value of up to the
amounts set forth below (the “Tax Reimbursement Allowance”):





	 	 	 	 	 
	 	 	Tax Reimbursement
	Level	 	Allowance
	CEO/President
	 	$	25,000	 
	EVP
	 	$	20,000	 
	SVP
	 	$	17,500	 
	VP
	 	$	15,000	 







	o	 	Friends & Family Allowance. In addition to the Tax Reimbursement Allowance,
you may provide annual complimentary travel with an aggregate imputed value up to the
amounts set forth below for persons who are not Eligible Family Members (the “Friends &
Family Allowance”):





	 	 	 	 	 
	 	 	Friends & Family
	Level	 	Allowance
	CEO/President
	 	$	20,000	 
	EVP
	 	$	15,000	 
	SVP
	 	$	12,500	 
	VP
	 	$	10,000	 







9











 





EXHIBIT D




WAIVER AND GENERAL RELEASE

FOR RETENTION PAYMENT



This AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and among the individual
named on the signature page hereto (the “Executive”), Northwest Airlines, Inc. (“Northwest”), and
Delta Air Lines, Inc. (“Delta”).




WITNESSETH:




          WHEREAS, Executive has been employed by Northwest and is a party to that certain Management
Compensation Agreement dated as of                                         ,                      and its amendment dated as of April 15, 2008,
by and between Northwest and Executive (collectively, the “Northwest Compensation Agreement”);




          WHEREAS, Executive has accepted an offer of employment from Delta pursuant to that certain
letter agreement dated                                         , 2008 by and between Delta and Executive (the “Delta Offer
Letter”);




          WHEREAS, in accordance with the Delta Offer Letter, Executive’s employment with Delta will
begin effective on the date of the consummation of the merger contemplated by that certain
Agreement and Plan of Merger by and among Northwest, Delta and a wholly owned subsidiary of Delta
(the “Merger”);




          WHEREAS, the execution of this Agreement by Executive is a condition precedent to Executive
receiving from Delta the retention payment set forth in the Delta Offer Letter (the “Retention
Payment”);




          WHEREAS, in exchange for the Retention Payment, Executive will execute and comply fully with
the terms of this Agreement; and




          WHEREAS, Executive (i) understands that in executing this Agreement Executive is, inter
alia, giving up rights and claims under the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. Section 621 et seq. (the “ADEA”), and (ii) has been given a period of
not less than twenty-one (21) days within which to consider this Agreement.




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, Executive, Northwest and Delta agree and covenant as follows:



1. Agreement. Executive desires to accept the Retention Payment being offered by Delta pursuant to
the Delta Offer Letter in exchange for Executive executing and returning to Delta and not revoking
this Agreement. Executive acknowledges and agrees that he or she has carefully reviewed the
provisions of the Delta Offer Letter and this Agreement, believes that both the Delta Offer Letter
and this Agreement are in his or her best interest and Executive is entering into this Agreement
voluntarily and without coercion.




 









 







2. Retention Payment. In exchange for voluntarily executing and returning this Agreement to Delta
and not revoking it during the Revocation Period (as defined below), Delta will pay to Executive
the Retention Payment set forth in the Delta Offer Letter, subject to the required withholding and
payment of all applicable federal, state and local taxes and subject further to the terms and
conditions of the Delta Offer Letter, including without limitation Executive’s repayment
obligations set forth therein.



3. Termination of Northwest Compensation Agreement. Executive hereby agrees that, in exchange for
the benefits provided under the Delta Offer Letter, including the Retention Payment, the Northwest
Compensation Agreement, and all rights and obligations of both parties thereunder, shall terminate
and such agreement shall be of no further force or effect.



4. General Waiver and Release. In exchange for the Retention Payment, Executive hereby agrees as
follows:





(a) Except for the rights and obligations provided by or arising under this Agreement, the
Delta Offer Letter, any Northwest compensation or benefit plan in which Executive may have
been eligible to participate from time to time, or any right Executive may have to
indemnification by Northwest or Delta, Executive hereby releases, acquits, withdraws,
retracts and forever discharges any and all claims, causes of action in law or in equity,
suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands,
damages, losses, costs, expenses, or disputes, 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, Northwest Airlines Corporation, Northwest Airlines, Inc.,
including their predecessors and successors, and their subsidiaries and affiliates 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, contractors, and all
persons acting through or in connection with Delta, Northwest Airlines Corporation,
Northwest Airlines, Inc. or their current and former predecessors, successors,
subsidiaries, and affiliates (each a “Released Party” and collectively the “Released
Parties”) 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. 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;
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
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, quasi-contract or implied-in-law 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, and any claim for equitable relief, money damages (including
compensatory and punitive damages) and attorneys’ fees and costs associated with any such
alleged claim. All the forgoing terms in



- 2 -









 







this Subsection (a) of this Section are hereinafter referred to individually and in the
aggregate as the “General Release”. Executive understands and intends 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) Executive acknowledges, agrees and hereby stipulates to the following: (i) during my
employment with Northwest, Executive was allowed to take all leave and afforded all other
rights to which he or she 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) Northwest has not in any way interfered with, restrained,
or denied Executive’s 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 him or her for exercising (or attempting to exercise) any
such rights.




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




(d) Except as necessary to enforce the terms of this Agreement and subject to Subsection
(c) of this Section, Executive agree that neither Executive, nor anyone acting on his or
her behalf, will sue any Released Party based on any claim released under this Agreement.
In the event that Executive sues, or anyone acting on his or her behalf sues, any Released
Party based on any claim released under this Agreement, Executive 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..




(e) Executive executes this Agreement with full knowledge and understanding that there may
be issues, actions, claims, and matters that are not now known by Executive and that any
payment or benefits conferred in consideration of this Agreement are accepted as final.
Executive executes 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,
Executive hereby expressly acknowledges 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 Executive does 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.



- 3 -









 






(f) Executive represents and agrees that Executive is not aware of any acts committed by
the Released Parties that violate any federal, state, or local statute, code, ordinance,
regulation, or any other applicable law.


5. 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 law, ordinance, regulation,
or policy.



6. ADEA Waiver. Executive understands 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., which Executive is waiving by executing this
Agreement. In connection with this, Executive hereby certifies that:





(a) This Agreement is written in a manner that is understandable to Executive;




(b) Executive is receiving valuable consideration under the Delta Offer Letter to which
Executive would not otherwise be entitled;




(c) Executive has been advised in writing to consult with an attorney prior to executing
this Agreement;




(d) Executive understands that this Agreement is a general release of Northwest, Delta and
the other Released Parties from any past or existing claim or potential claim;




(e) Executive has been given a period of twenty-one (21) days in which to consider whether
to sign this Agreement and to consult with an attorney, accountant, tax advisor, spouse, or
any other person. Executive has either used this full twenty-one (21) day period to
consider this Agreement, or have voluntarily chosen to execute this Agreement before the
end of that period;




(f) Executive understands he or she has fifteen (15) calendar days after signing this
Agreement to revoke this Agreement (the “Revocation Period”). To revoke this Agreement,
Executive must notify Delta of the intent to revoke through a signed statement delivered to
Robert L. Kight, Vice President — Compensation and Benefits, Delta Air Lines, Inc., 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. Executive acknowledges that this Agreement will not take effect until the day after
the Revocation Period has expired, provided that Executive has not exercised his or her
revocation right. If Executive revokes this Agreement, this Agreement shall immediately be
void and of no further force or effect and Executive will not receive the Retention
Payment; otherwise, this Agreement will be fully effective and enforceable as of the day
after the Revocation Period.


7. Trade Secrets. Executive hereby acknowledges that, during the term of his or her employment with
Northwest, Executive had access to and acquired knowledge of secret, confidential and proprietary
information regarding, Northwest and its business that fits within the definition of “trade
secrets” under the law of the State of Minnesota, including, without limitation, information
regarding Northwest’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 Northwest and its employees, and other information
which derives economic value, actual or potential, from not




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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”). Executive
hereby agrees that, for so long as such information remains a Trade Secret as defined by Minnesota
law, Executive will hold in a fiduciary capacity for the benefit of Northwest and Delta, and shall
not directly or indirectly make use of, on his or her own behalf or on behalf of others, any Trade
Secret, or transmit, reveal or disclose any Trade Secret to any third 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.




8. Confidential or Proprietary Information. Executive further agrees that he or she will hold in a
fiduciary capacity for the benefit of Northwest and Delta, and, during the two year period
beginning on the date Executive signs this Agreement (the “Effective Date”), shall not directly or
indirectly disclose to any third party, any Confidential or Proprietary Information, as defined
hereinafter, that Executive may have acquired (whether or not developed or compiled by Executive
and whether or not Executive was authorized to have access to such Confidential or Proprietary
Information) during the term of, in the course of, or as a result of Executive’s employment by
Northwest. 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 Northwest 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 Northwest and its employees; all personally identifiable
information regarding Northwest employees, contractors and applicants; and all lists of actual or
potential customers or suppliers maintained by Northwest. 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.



9. Non-Solicitation Agreement. During the one-year period following the Effective Date, Executive
will not directly or indirectly (on his or her 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 Northwest, Delta or their respective affiliates for
employment with any entity or person other than Northwest, Delta or their respective affiliates, or
solicit, encourage or induce any such person to terminate their employment with Northwest, Delta or
their respective affiliates.



10. Non-Competition Agreement. Executive acknowledges that Delta competes in a worldwide passenger
air travel market, and Delta’s business plan is increasingly international in scope.  Executive
also acknowledges 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. 
Executive acknowledges 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 Executive’s possible employment or consulting with
other air passenger carriers or air cargo carriers.  Executive agrees that the restrictions placed
on me under this paragraph will not prevent him or her 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, Executive



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will not on his or her 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 Executive hereby acknowledges 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”).



11. Arbitration. Executive hereby agrees 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. Executive hereby consents 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, Northwest will pay all fees associated with the American
Arbitration Association and the arbitrator. All parties must initial here for this Section 7 to be
effective:



                                          [Name]

                                           Northwest Airlines, Inc.

                                         Delta Air Lines, Inc.




12. Injunctive Relief in Aid of Arbitration; Forum Selection. Executive hereby acknowledges and
agrees that the provisions contained in Sections 7, 8, 9 and 10 of this Agreement are reasonably
necessary to protect the legitimate business interests of Northwest and Delta, and that any breach
of any of these provisions will result in immediate and irreparable injury to either or both of
them for which monetary damages will not be an adequate remedy. Executive further acknowledges that
if any such provision is breached or threatened to be breached, either Northwest or 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 Executive from continuing to commit any violation of the covenants, and Executive
hereby irrevocably consents 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
Executive by Northwest or Delta in aid of arbitration.



13. Consequences of Breach. Furthermore, Executive acknowledges that, in partial consideration for
the Retention Payment, Delta is requiring that Executive agree to and comply with the terms of
Sections 7 through 10 hereof and Executive hereby agrees that, without limiting any of the
foregoing, should Executive violate any of the terms of Sections 7 through 10 hereof,



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Executive: (a) will not be entitled to and shall not receive any benefits under the Delta Offer
Letter or any other Delta compensation or benefit plan or arrangement, and (b) shall repay to Delta
the full amount of the Retention Payment.



14. Tolling. Executive further agrees that in the event the enforceability of any of the
restrictions as set forth in Sections 8, 9 or 10 of this Agreement are challenged and Executive is
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.



15. 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.



16. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXECUTIVE HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES 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 NORTHWEST, DELTA OR EXECUTIVE, OR ANY EXERCISE
BY NORTHWEST, DELTA OR EXECUTIVE OF THEIR 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.



17. No Statements. Executive agrees that he or she will not make any oral or written statement to
the news media, in any public forum, or to any business competitive with Northwest or Delta
concerning any actions or inactions by Northwest or Delta, or any of their respective present or
former subsidiaries or affiliates or any of their respective present or former officers, directors
or employees, relative to Northwest’s or Delta’s compliance with any state, federal or local law or
rule. Executive further agrees that he or she will not make any oral or written statement or take
any other action which disparages or criticizes Northwest or Delta, or any of their respective
present or former subsidiaries or affiliates or any of their respective present or former officers,
directors or employees, including, but not limited to any such statement which damages Northwest’s
or Delta’s good reputation or impairs their respective normal operations. Executive further agrees
that he or she will not initiate or solicit claims against Northwest or Delta, or otherwise
directly or indirectly encourage or support any claim that has been or in the future is asserted by
a third party against Northwest or Delta.



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



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IN WITNESS WHEREOF, Northwest and Delta have each executed this Agreement on the                      day of
                                        ,                     , and [Name] has executed this Agreement on the date indicated below.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(Employee signature)	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Robert L. Kight	 	 
	 	 	Vice President — Compensation and Benefits	 	 
	 	 	Delta Air Lines, Inc.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Michael J. Becker	 	 
	 	 	Executive Vice President and Chief Operating Officer	 	 
	 	 	Northwest Airlines, Inc.	 	 






 

 

 

 

 





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EXHIBIT E




Definition of Good Reason





Good Reason” means any of the following which occur without the affected employee’s
express written consent:




	 	(i)	 	prior to a Change in Control, (as defined in the Delta Air
Lines, Inc. 2007 Performance Compensation Plan) in the case of an employee who
is an Executive Vice President or more senior executive of the Company, a
diminution or other reduction of such employee’s authorities, duties or
responsibilities, other than an insubstantial and inadvertent act that is
promptly remedied by the Company after written notice by such employee to the
Chief Executive Officer of the Company;
	 
	 	(ii)	 	following a Change in Control, in the case of any employee, a
diminution or other reduction of such employee’s authorities, duties or
responsibilities, other than an insubstantial and inadvertent act that is
promptly remedied by the Company or an Affiliate (as defined in the Delta Air
Lines, Inc.2007 Performance Compensation Plan) after written notice by such
employee to the Chief Executive Officer of the Company;
	 
	 	(iii)	 	prior to a Change in Control, the employee’s office is
relocated by more than 50 miles and the relocation would place the employee in
a position of reduced status and importance within the Company or an Affiliate
generally;
	 
	 	(iv)	 	following a Change in Control, the employee’s office is
relocated by more than 50 miles;
	 
	 	(v)	 	a reduction of employee’s base salary or incentive
compensation opportunities, in either case other than pursuant to a uniform
percentage salary reduction for similarly situated executives (or, following a
Change in Control, all full-time domestic employees not subject to a
collective bargaining agreement);
	 
	 	(vi)	 	the Company does not keep in effect compensation, retirement,
health and welfare benefits, or perquisite programs under which the employee
receives benefits substantially similar, in the aggregate, to those in effect
prior to a reduction (other than a reduction pursuant to an equivalent
reduction in such benefits for similarly situated employees (or, following a
Change in Control, all full-time domestic employees who are not subject to a
collective bargaining agreement)); or
	 
	 	(vii)	 	a material breach by the Company or an Affiliate of any
binding obligation to the employee relating to a material term of the
employee’s employment, including but not limited to, indemnification or any
failure of a successor to the Company to assume and agree to perform such
obligation.










 









 










Notwithstanding the foregoing: (A) the Merger will not be considered a Change in Control; (B) any
Award made to an employee under the Merger Award Program (MAP), any other equity-based awards or
other incentive compensation awards made to an employee by any of Delta, NWA or any Affiliate prior
to the closing of the Merger, and any retention payment or special travel benefits provided to an
employee as a result of his or her initial employment with Delta or any Affiliate will be ignored
for purposes of determining whether the employee has suffered a reduction that constitutes Good
Reason under subsection (v) or (vi) above; (C) as to any employee, an event described in
subsections (i) through (vii) above shall constitute Good Reason only if such employee gives the
Company written notice of intent to resign and the reasons therefore within ninety (90) days of the
occurrence of such event; (D) no event described in subsections(i) through (vii) which is curable
shall constitute Good Reason if such event is cured by the Company or an Affiliate within ten (10)
days of the employee’s notice, given in accordance with (C) above; and (E) absent a cure by the
Company or an Affiliate as described in (D) above, the employee must separate from service prior to
the end of the 180 period beginning with the event that constituted Good Reason.





 












 





EXHIBIT F




     Gross-Up Payments. If applicable, the Company shall pay you an additional lump sum
payment (the “Gross-Up Payment”), in cash, equal to the amounts, if any, described below:




     (i) Subject to sub-section (ii) below, if any portion of the Retention Payment and
other payments described within the section of the letter entitled “Retention Payment and
Waiver of Rights under Certain NWA Agreements”, when taken together with any payment under
any other agreement with or plan of the Company (in the aggregate “Total Payments”) would
be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any
interest or penalties with respect to such excise tax (such excise tax, together with any
such interest and penalties, are collectively referred to as the “Excise Tax”), then you
shall be entitled to an additional amount such that after payment by you of all such your
applicable federal, state and local taxes, including any Excise Tax, imposed upon such
additional amount, you will retain an amount sufficient to pay the Excise Tax imposed on
the Total Payments (provided that the Gross-Up Payment to be made under this provision and
any other similar gross up payment made under any similar Excise Tax reimbursement
provision included in any other agreement with, or plan of, the Company shall not, when
taken as an aggregate, exceed the Gross-Up Payment).




     (ii) Notwithstanding the provisions of sub-section (i) above, if it shall be
determined that you would be entitled to a Gross-Up Payment, but that the Total Payments
would not be subject to the Excise Tax if the Total Payments were reduced by an amount that
is less than 10% of the portion of the Total Payments that would be treated as “parachute
payments” under Section 280G of the Code, then the amounts payable to you shall be reduced
(but not below zero) to the maximum amount that could be paid to you without giving rise to
the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be made to you. Such
reduction of the amounts payable to the Safe Harbor Cap, if applicable, shall be made by
reducing payments comprising the Total Payments in such order as elected by you.


The amounts payable under this Section shall be paid by the Company as soon as practicable (but in
no event more than 30 days) after the occurrence of the events giving rise to your right to payment
hereunder.




     Determinations. In the event of a Change in Control, all determinations required to
be made as described above, including the amount of the Gross-Up Payment, whether a payment is
required hereunder, and the assumptions to be used in determining the Gross-Up Payment, shall be
made by the nationally recognized accounting firm generally used by the Company as its financial
auditor (the “Accounting Firm”) which shall provide detailed supporting calculations both to the
Company and you within twenty (20) business days of the receipt of notice from you that there has
been an event giving rise to the right to benefits hereunder, or such earlier time as is requested
by the Company. In the event that the Accounting Firm is serving as accountant or auditor for a
person effecting the Change in Control or is otherwise unavailable, you may appoint another
nationally recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses
of the Accounting Firm shall be borne solely by the Company.



     Subsequent Redeterminations. Unless requested otherwise by the Company, you must use
reasonable efforts to contest in good faith any subsequent determination by the Internal



 









 







Revenue Service that you owe an amount of Excise Tax greater than the amount previously determined
hereunder; provided, however, that you shall be entitled to reimbursement by the Company of all
fees and expenses reasonably incurred by you in contesting such determination. In the event the
Internal Revenue Service or any court of competent jurisdiction determines that you owe an amount
of Excise Tax that is either greater or less than the amount previously taken into account and paid
hereunder, the Company shall promptly pay to you, or you shall promptly repay to the Company, as
the case may be, the amount of such excess or shortfall. In the case of any payment that the
Company is required to make to you pursuant to the preceding sentence (a “Later Payment”), the
Company shall also pay to you an additional amount such that after payment by you of all your
applicable federal, state and local taxes on such additional amount, you will retain an amount
sufficient to pay the total of your applicable federal, state and local taxes arising due to the
Later Payment. In the case of any repayment of Excise Tax that you are required to make to the
Company pursuant to the second sentence of this paragraph, you shall also repay to the Company the
amount of any additional payment received by you from the Company in respect of applicable federal,
state and local taxes on such repaid Excise Tax, to the extent that you are entitled to a refund of
(or has not yet paid) such federal, state or local taxes.