exv10w10wa






EXHIBIT 10.10(a)




DELTA AIR LINES, INC. 

2011 LONG-TERM INCENTIVE PROGRAM 



1. Purpose. The 2011 Long-Term Incentive Program (the “2011 LTIP”) is a long term
incentive program sponsored by Delta Air Lines, Inc. (“Delta” or the “Company”) that is intended to
closely: (a) link pay and performance by providing management employees with a compensation
opportunity based on Delta’s achieving key business objectives; and (b) align the interests of
management employees with the Company’s other employees and stakeholders.



The 2011 LTIP is being adopted under the Delta Air Lines, Inc. 2007 Performance Compensation Plan
(“2007 Performance Plan”). It is subject to the terms of the 2007 Performance Plan and an
individual’s 2011 LTIP Award Agreement (“Award Agreement”).



Capitalized terms that are used but not defined in the 2011 LTIP shall have the meaning ascribed to
them in the 2007 Performance Plan. For purposes of the 2011 LTIP, the definitions of “Good
Reason,” and “Retirement” as set forth in the 2007 Performance Plan are hereby replaced or modified
under Section 6 below, and shall apply as set forth in Section 6 in lieu of the definitions of
these terms in the 2007 Performance Plan or as modified, as applicable.



2. Plan Administration. (a) The Personnel & Compensation Committee of the Board of
Directors (the “Committee”) shall be responsible for the general administration and interpretation
of the 2011 LTIP and for carrying out its provisions. The Committee shall have such powers as may
be necessary to discharge its duties hereunder, including, without limitation, the following powers
and duties, but subject to the terms of the 2011 LTIP:





     (i) authority to construe and interpret the terms of the 2011 LTIP, and to determine
eligibility, awards and the amount, manner and time of payment of any awards hereunder;




     (ii) authority to prescribe forms and procedures for purposes of the 2011 LTIP
participation and distribution of awards; and




     (iii) authority to adopt rules and regulations and to take such actions as it deems
necessary or desirable for the proper administration of the 2011 LTIP.



     (b) Any rule or decision by the Committee that is not inconsistent with the provisions of the
2011 LTIP shall be conclusive and binding on all persons, and shall be given the maximum deference
permitted by law.



     (c) Notwithstanding anything contained in the 2007 Performance Plan to the contrary, the
Committee shall not have the authority to increase or decrease the actual payout of any Performance
Award (as defined below) granted to any Participant pursuant to Section 4(b) hereunder.


3. Individual Award Agreements. Any person offered an Award under the 2011 LTIP will be required
to sign an individual Award Agreement. Execution by such person of his or her Award Agreement will
be a prerequisite to the effectiveness of the Award under the 2011 LTIP and to the person’s
becoming a Participant in the 2011 LTIP.








 









 








4. Awards.




     (a) Restricted Stock.




     (i) Award Grant. A Participant may receive Restricted Stock as specified in
the Participant’s Award Agreement (the “Restricted Stock”).




     (ii) Grant Date. The Grant Date of the Restricted Stock will be determined by
the Committee in accordance with the Company’s Equity Award Grant Policy, as in effect from
time to time, and set forth in a Participant’s Award Agreement.




     (iii) Restrictions. Until the restrictions imposed by this Section 4(a) (the
“Restrictions”) have lapsed pursuant to Section 4(a)(iv), (v) or (vi) below, a Participant
will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of
the Restricted Stock and the Restricted Stock will be subject to forfeiture as set forth
below.




     (iv) Lapse of Restrictions—Continued Employment. Subject to the terms of the
2007 Performance Plan and the 2011 LTIP, the Restrictions shall lapse and be of no further
force or effect with respect to one-half of the Shares of Restricted Stock on February 1,
2012 (“First Installment Date”) and the remaining one-half on February 1, 2013 (“Second
Installment Date”).1




     (v) Lapse of Restrictions/Forfeiture upon Termination of Employment. The
Restricted Stock and the Restrictions set forth in this Section 4(a) are subject to the
following terms and conditions:




     (A) Without Cause or For Good Reason. Upon a Participant’s Termination of
Employment by the Company without Cause or by the Participant for Good Reason
(including the Termination of Employment of the Participant if he is employed by an
Affiliate at the time the Company sells or otherwise divests itself of such
Affiliate), with respect to any portion of the Restricted Stock subject to the
Restrictions, the Restrictions shall immediately lapse on the Pro Rata RS Portion as
of the date of such Termination of Employment. Upon a Participant’s Termination of
Employment by the Company without Cause or by the Participant for Good Reason, any
Restricted Stock that remains subject to the Restrictions, other than the Pro Rata
RS Portion, shall be immediately forfeited.




     “Pro Rata RS Portion” means, with respect to any portion of Restricted Stock
that is subject to the Restrictions at the time of a Participant’s Termination of
Employment, the number of Shares with respect to which the Restrictions would have
lapsed on each future Installment Date multiplied by a fraction (i) the numerator of
which is the number of calendar months2 from the Grant Date to the date
of such Termination of





 




			
	1	 	If this formula results in any
fractional Share allocation to any Installment Date, the number of Shares with
respect to which the Restrictions lapse on the First Installment Date will be
rounded up, and the number of shares with respect to which the Restrictions
lapse on the Second Installment Date will be rounded down, to the nearest whole
Share so that only full Shares are covered by each Installment Date.
	 
	2	 	For purposes of the 2011 LTIP, one calendar
month is calculated from the date of measurement to the same or closest
numerical date occurring during the following month. For example, one calendar
month from January 31, 2011 will elapse as of February 28, 2011, two months
will elapse on March 31, 2011, and so on.




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Employment, rounded up for any partial month and (ii) the denominator of which
is twelve (12) for the First Installment Date and twenty-four (24) for the Second
Installment Date.3




     (B) Voluntary Resignation. Upon a Participant’s Termination of Employment by
reason of a voluntary resignation (other than for Good Reason or Retirement), any
portion of the Restricted Stock subject to the Restrictions shall be immediately
forfeited.




     (C) Retirement. Subject to Section 4(a)(v)(F) below, upon a Participant’s
Termination of Employment by reason of Retirement, with respect to any portion of
the Restricted Stock subject to the Restrictions, the Restrictions shall immediately
lapse on the Pro Rata RS Portion as of the date of such Termination of Employment.
Pro Rata RS Portion has the meaning set forth in Section 4(a)(v)(A) above. Upon a
Participant’s Termination of Employment by reason of Retirement, any Restricted
Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion,
shall be immediately forfeited.




     (D) Death or Disability. Upon a Participant’s Termination of Employment due to
death or Disability, the Restrictions shall immediately lapse and be of no further
force or effect as of the date of such Termination of Employment.




     (E) For Cause. Upon a Participant’s Termination of Employment by the Company
for Cause, any portion of the Restricted Stock subject to the Restrictions shall be
immediately forfeited.




     (F) Retirement-Eligible Participants Who Incur a Termination of Employment for
Other Reasons. If a Participant who is eligible for Retirement is, or would be,
terminated by the Company without Cause, such Participant shall be considered to
have been terminated by the Company without Cause for purposes of the 2011 LTIP
rather than having retired, but only if the Participant acknowledges that, absent
Retirement, the Participant would have been terminated by the Company without Cause.
If, however, the employment of a Participant who is eligible for Retirement is
terminated by the Company for Cause, then regardless of whether the Participant is
considered as a retiree for purposes of any other program, plan or policy of the
Company, for purposes of the 2011 LTIP, the Participant’s employment shall be
considered to have been terminated by the Company for Cause.




     (vi) Change in Control. Notwithstanding the forgoing and subject to Section 5
below, upon a Participant’s Termination of Employment by the Company without Cause or by the
Participant for Good Reason (including the Termination of Employment of the Participant if
he is employed by an Affiliate at the time the Company sells or otherwise divests itself of
such Affiliate) on or after a Change in Control but prior to the second anniversary of such
Change in Control, any Restrictions in effect shall immediately lapse on the date of such
Termination of Employment and be of no further force or effect as of such date.



 




			
	3	 	If this formula results in any fractional
Share, the Pro Rata RS Portion will be rounded up to the nearest whole
Share.




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     (vii) Dividends. In the event a cash dividend shall be paid with respect to
Shares at a time the Restrictions on the Restricted Stock have not lapsed, the Participant
shall be eligible to receive the dividend upon the lapse of the Restrictions. The
Restrictions shall apply to any such dividend.



(b) Performance Awards.



     (i) Award Grant. A Participant may receive a Performance Award for a specified
target cash amount as set forth in the Participant’s Award Agreement (a “Performance
Award”).



     (ii) Grant Date. The Grant Date of the Performance Award will be determined by
the Committee and set forth in the Participant’s Award Agreement.



     (iii) Payout Criteria and Form of Payment. Except as otherwise expressly set
forth in this Section 4(b), payment, if any, of a Performance Award will be based on the
following factors as described and defined below: (A) the Cumulative Revenue Growth during
the Performance Period of the Company relative to the Composite Performance of the members
of the Industry Composite Group; (B) the Average Annual Operating Income Margin during the
Performance Period of the Company relative to the Composite Performance of the members of
the Industry Composite Group and (C) Return on Invested Capital during the Performance
Period of the Company.



     The payout, if any, of a Performance Award will be made (A) in Shares, calculated based
on the Conversion Formula (as defined below), to each Participant who is employed by the
Company as an executive vice president or more senior officer or holds the position of
general counsel or chief financial officer of the Company (“Executive Officer Participant”)
at the time of such payout; and (B) in cash in all other circumstances.



     (iv) Definitions.




	 	(A)	 	In General.
	 
	 	(1)	 	“Composite Performance” means, for purposes of
determining the total Cumulative Revenue Growth and the total Average
Annual Operating Income Margin of the Industry Composite Group, the
result obtained by treating the members of the Industry Composite Group
as if they were one combined entity.
	 
	 	(2)	 	The “Conversion Formula” will apply to convert
from cash to Shares the payout, if any, of a Performance Award to a
person who is an Executive Officer Participant at the time of such
payout. First, the cash amount of the payout is calculated in the same
manner as if the payout is being made in cash. Next, the cash amount
is converted into a number of Shares based on the following formula: A
÷ B, where:




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	 	 	 	     A = the amount of the payout for the Performance Award if it is
paid in cash; and
	 
	 	 	 	     B = the closing price of a Share on the New York Stock Exchange
on the later of (1) date that the Committee approves the payouts, if
any, of the Performance Awards to the Executive Officer Participants
following the Committee’s determination of the achievement of the
payout criteria described in Section 4(b)(iii) and (2) the third
business day following the date on which the Company publicly
announces its annual financial results if this date is scheduled in
the same month that the Committee approves such payouts, if any.






	 	(3)	 	“GAAP” means accounting principles generally
accepted in the United States of America.
	 
	 	(4)	 	“Industry Composite Group” means Air Tran
Holdings, Inc., Alaska Air Group, Inc., AMR Corporation, JetBlue
Airways Corporation, Southwest Airlines Co., United Continental
Holdings, Inc., and US Airways Group, Inc.
	 
	 	(5)	 	“Performance Period” means the period beginning
on January 1, 2011 and ending on and including December 31, 2012.
	 
	 	(B)	 	Cumulative Revenue Growth.
	 
	 	(1)	 	The “Cumulative Revenue Growth” for Delta and
each member of the Industry Composite Group shall be calculated by
using the subject company’s Total Operating Revenue for the applicable
periods and the following formula: (A + B ) ÷ C, where:
	 
	 	 	 	     A = Total Operating Revenue for 2011 minus Total Operating
Revenue for 2010;
	 
	 	 	 	     B = Total Operating Revenue for 2012 minus Total Operating
Revenue for 2011; and
	 
	 	 	 	     C = Total Operating Revenue for 2010.
	 
	 	(2)	 	“Total Operating Revenue” means, subject to
Section 4(b)(v)(B) below, the subject company’s total operating revenue
for the applicable periods based on its regularly prepared and publicly
available statements of operations prepared in accordance with GAAP.
	 
	 	(C)	 	Average Annual Operating Income Margin.
	 
	 	(1)	 	The “Average Annual Operating Income Margin”
for Delta and each member of the Industry Composite Group shall be
calculated by using the subject company’s Operating Income and Total
Operating Revenue for the applicable periods and the following formula:
(A ÷ B ), where:
	 
	 	 	 	     A = Operating Income for 2011 and 2012; and
	 
	 	 	 	      B = Total Operating Revenue for 2011 and 2012.




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	 	(2)	 	“Operating Income” means, subject to Section
4(b)(v)(B) below, the
subject company’s consolidated operating income for the applicable
periods based on its regularly prepared and publicly available
statements of operations prepared in accordance with GAAP, but
excluding: (i) any material asset write downs; (ii) gains or losses
with respect to unusual or non-recurring events, including, without
limitation, changes in accounting principles, bankruptcy-related
reorganization items, restructuring charges, merger-related costs,
extinguishment of debt and other out of period adjustments; and (iii)
expenses accrued with respect to any annual broad-based employee
profit sharing plan, program or arrangement.
	 
	 	(3)	 	“Total Operating Revenue” has the meaning given
such term in Section 4(b)(iv)(B)(2) above.
	 
	 	(D)	 	Return on Invested Capital.
	 
	 	(1)	 	The “Return on Invested Capital” for Delta
shall be calculated by using Delta’s Average Operating Income and
Average Invested Capital for the applicable periods and the following
formula, (A  ̧ B), where:
	 
	 	 	 	      A = Average Operating Income for 2011 and 2012; and
	 
	 	 	 	      B = Average Invested Capital for 2011 and 2012.
	 
	 	(2)	 	“Average Operating Income” means, subject to
Section 4(b)(v)(B) below, Delta’s average annual Total Operating Income
over the Performance Period.
	 
	 	(3)	 	“Total Operating Income” means, subject to
Section 4(b)(v)(B) below, Delta’s consolidated operating income for the
applicable periods based on its regularly prepared and publicly
available statements of operations prepared in accordance with GAAP,
but excluding: (i) any material asset write downs; and (ii) gains or
losses with respect to unusual or non-recurring events, including,
without limitation, changes in accounting principles,
bankruptcy-related reorganization items, restructuring charges,
merger-related costs, extinguishment of debt and other out of period
adjustments.
	 
	 	(4)	 	“Average Invested Capital” means, subject to
Section 4(b)(v)(B) below, Delta’s total invested capital averaged
monthly over the Performance Period, and shall be calculated using the
following formula, (A+B), where:
	 
	 	 	 	     A = Market Value of Equity; and
	 
	 	 	 	     B = Adjusted Net Debt.
	 
	 	(5)	 	“Market Value of Equity” means the total number
of Shares of Common Stock outstanding on December 31, 2010 multiplied
by $12.60 (the closing price of a Share of Common Stock on the New York
Stock Exchange on that date), which value shall remain constant during
the Performance Period; provided, however, in the event
that the Company




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	 	 	 	issues or repurchases additional Common Stock for cash during the
Performance Period (but excluding the exercise of any employee stock
option for cash), the Market Value of Equity shall be adjusted to
include the gross cash proceeds of the equity issuance or exclude the
gross cash payments for the equity repurchase, before adjustment for
any applicable fees or charges associated therewith.
	 
	 	(6)	 	“Adjusted Net Debt” for Delta shall be
calculated monthly based on its regularly prepared internal financial
statements using the following formula (A+B-C), subject to Section
4(b)(v)(B), where:
	 
	 	 	 	     A = Total gross long term debt and capital leases (including
current maturities) that reflects Delta’s actual obligations to
lenders or lessors, including any adjustments from the book value to
reflect premiums or discounts that may be amortizing;
	 
	 	 	 	     B = Annual aircraft rent expense multiplied by seven (7); and
	 
	 	 	 	      C = Unrestricted cash, cash equivalents and short-term
investments.





(v) Vesting.




     (A) General. Subject to the terms of the 2007 Performance Plan and all other
conditions included in any applicable Award Agreement, the Performance Award shall
vest, as described in this Section 4(b)(v), as of the end of the Performance Period
to the extent that the Company’s actual performance results meet or exceed Threshold
level with respect to Cumulative Revenue Growth, Average Annual Operating Income
Margin and/or Return on Invested Capital, as applicable and as described below. For
purposes of Cumulative Revenue Growth and Average Annual Operating Income Margin,
the Company’s performance is compared against the Composite Performance of the
Industry Composite Group.



     (B) Committee’s Authority. In determining the Cumulative Revenue Growth and
the Average Annual Operating Income Margin for Delta and each member of the Industry
Composite Group and the Return on Invested Capital for Delta, the Committee shall
make such adjustments with respect to any subject company as is necessary to ensure
the results are comparable, including, without limitation, differences in accounting
policies (for example, fuel hedging). Without limiting the generality of the
forgoing, the Committee shall (i) make such determinations based on financial data
filed by the subject company with the U.S. Department of Transportation or
otherwise, and (ii) exclude from any calculation any item of gain, loss or expense
to be extraordinary or unusual in nature or infrequent in occurrence.



     (C) Impact of Certain Events. A company shall be automatically removed from
the Industry Composite Group in the event that any of the following occur during or
with respect to the Performance Period: (i) such company ceases to maintain or does
not timely prepare publicly available statements of operations prepared in
accordance with GAAP; (ii) such company is not the surviving entity in any merger,
consolidation, or other non-bankruptcy reorganization (or survives only as a
subsidiary of an entity other than a previously wholly owned subsidiary of such
company); (iii) such company sells,



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leases, or exchanges all or substantially all of its assets to any other person
or entity (other than a previously wholly owned subsidiary of such company); (iv)
such company is dissolved and liquidated; or (v) more than 20% of such company’s
revenues (determined on a consolidated basis based on the regularly prepared and
publicly available statements of operations of such company prepared in accordance
with GAAP) for any fiscal year of such company are attributable to the operation of
businesses other than such company’s airline business and such company does not
provide publicly available statements of operations with respect to its airline
business that are separate from the statements of operations provided with respect
to its other businesses.



     (D) Transactions Between Airlines. To the extent reasonably practicable, in
the event of a merger, consolidation or similar transaction during the Performance
Period between Delta and any other airline, including a member of the Industry
Composite Group, or between any member of the Industry Composite Group and any other
airline, including another member of the Industry Composite Group (an “Airline
Merger”), Cumulative Revenue Growth for the surviving company will be calculated on
a combined basis as if the Airline Merger had occurred on January 1, 2010 and
Average Annual Operating Income Margin for such company will be calculated on a
combined basis as if the Airline Merger had occurred on January 1, 2011. In
addition, Cumulative Revenue Growth for United Continental Holdings, Inc. will be
calculated on a combined basis as if the merger of a wholly owned subsidiary of UAL
Corporation and Continental Airlines, Inc. had occurred on January 1, 2010.



     (E) Vesting/Performance Measures. The payment, if any, a Participant will
receive in connection with the vesting of the Performance Award will be based on the
following:



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	 	 	 	 	 	 	 	 	Average Annual	 	 	 	 	 
	Cumulative Revenue Growth	 	 	 	Operating Income Margin	 	 	 	Return on Invested Capital	 
	 	 	 	 	% of	 	+	 	 	 	 	 	% of	 	+	 	 	 	 	 	 	 	% of	 
	 	 	 	 	Target	 	 	 	 	 	 	 	Target	 	 	 	 	 	 	 	 	 	Target	 
	 	 	 	 	Earned	 	 	 	 	 	 	 	Earned	 	 	 	 	 	 	 	 	 	Earned	 
	Performance	 	 	 	x	 	 	 	Performance	 	 	 	x	 	 	 	Performance	 	 	 	 	 	x	 
	Measure	 	 	 	Weight	 	 	 	Measure	 	 	 	Weight	 	 	 	Measure	 	 	 	 	 	Weight	 
	Maximum
	 	33.0% above Composite Performance	 	200% 

x 25%	 	 	 	Maximum	 	33.0% above Composite Performance	 	200% 

x 50%	 	 	 	Maximum	 	12.0% or higher	 	 	200% 

x 25%	 
	Target
	 	Composite Performance	 	100% 
x 25%	 	 	 	Target	 	Composite Performance	 	100% 

x 50%
	 	 	 	Target	 	 	10.0	%	 	 	100%

x 25%	 
	Threshold
	 	33.0% below Composite Performance	 	50% 

x 25%	 	 	 	Threshold	 	33.0% below Composite Performance	 	50% 

x 50%	 	 	 	Threshold	 	 	8.0	%	 	 	50% 

x 25%	 






Any portion of a Performance Award that does not vest at the end of the Performance Period
will immediately lapse and become void. Payouts based on the above performance measures will be
straight-line interpolated when actual performance results fall above Threshold and below Target or
above Target and below Maximum.





     (vi) Timing of Payment. The payout, if any, of any Performance Awards that
vest under Section 4(b)(v) will be made as soon after the end of the Performance Period as
the payment amount can be finally determined, but in no event later than March 15, 2013,
unless it is administratively impracticable to do so, and such impracticability was not
foreseeable at the end of 2012, in which case such payment shall be made as soon as
administratively practicable after March 15, 2013.




     (vii) Accelerated Vesting/Forfeiture upon Termination of Employment. The
Performance Awards are subject to the following terms and conditions.




     (A) Without Cause or For Good Reason. Upon a Participant’s Termination of
Employment by the Company without Cause or by the Participant for Good Reason
(including the Termination of Employment of the Participant if he is employed by an
Affiliate at the time the Company sells or otherwise divests itself of such
Affiliate), the Participant’s target Performance Award will be recalculated and will
be the result of the following formula (the “Adjusted Performance Award”): S × (T ÷
24) where,




S = the Participant’s target Performance Award as of the Grant Date; and




T = the number of calendar months from January 1, 2011 to the date of such
Termination of Employment (rounded up for any partial month).




Thereafter, the Participant will be eligible to receive a payment, if any, in cash
based on the Adjusted Performance Award which will vest and become payable under
Section 4(b)(v) in the same manner and to the same extent as if the Participant’s
employment had continued.



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     (B) Voluntary Resignation. Upon a Participant’s Termination of Employment by
reason of a voluntary resignation (other than for Good Reason or Retirement) prior
to the end of the workday on December 31, 2013, the Participant will immediately
forfeit any unpaid portion of the Performance Award as of the date of such
Termination of Employment. In the event that a Participant incurs a Termination of
Employment by reason of a voluntary resignation (other than for Good Reason or
Retirement) on or after January 1, 2014, the Participant will remain eligible for
any unpaid Performance Award, which award will vest and become payable under Section
4(b)(v) in the same manner and to the same extent as if the Participant’s employment
had continued.




     (C) Retirement. Subject to Section 4(b)(vii)(F) below, upon a Participant’s
Termination of Employment due to Retirement, the Participant’s target Performance
Award will be recalculated in accordance with the formula set forth in Section
4(b)(vii)(A) above. Thereafter, the Participant will be eligible to receive a
payment, if any, in cash based on the Adjusted Performance Award which will vest and
become payable under Section 4(b)(v) in the same manner and to the same extent as if
the Participant’s employment had continued.




     (D) Death or Disability. Upon a Participant’s Termination of Employment due to
death or Disability, the Participant’s Performance Award will immediately become
vested at the target level and such amount will be paid in cash as soon as
practicable thereafter to the Participant or the Participant’s estate, as
applicable.




     (E) For Cause. Upon a Participant’s Termination of Employment by the Company
for Cause, the Participant will immediately forfeit any unpaid portion of the
Performance Award as of the date of such Termination of Employment.




     (F) Retirement-Eligible Participants Who Incur a Termination of Employment for
Other Reasons. If a Participant who is eligible for Retirement is, or would be,
terminated by the Company without Cause, such Participant shall be considered to
have been terminated by the Company without Cause for purposes of the 2011 LTIP
rather than having retired, but only if the Participant acknowledges that, absent
Retirement, the Participant would have been terminated by the Company without Cause.
If, however, the employment of a Participant who is eligible for Retirement is
terminated by the Company for Cause, then regardless of whether the Participant is
considered as a retiree for purposes of any other program, plan or policy of the
Company, for purposes of the 2011 LTIP, the Participant’s employment shall be
considered to have been terminated by the Company for Cause.



          (viii) Change in Control. Notwithstanding the forgoing and subject to Section
5 below, upon a Participant’s Termination of Employment by the Company without Cause or by
the Participant for Good Reason (including the Termination of Employment of the Participant
if he is employed by an Affiliate at the time the Company sells or otherwise divests itself
of such Affiliate) on or after a Change in Control but prior to the second anniversary of
such Change in Control, the Participant’s outstanding Performance Award shall immediately
become vested at the target level and such amount will be paid in cash to the Participant as
soon as practicable. With respect to any Participant who incurs a Termination of Employment
by the Company



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without Cause or who resigns for Good Reason prior to a Change in Control, if
a Change in Control occurs thereafter during the Performance Period, such Participant’s
Adjusted Performance Award will immediately become vested and be paid in cash to the
Participant as soon as practicable.



(c) Restricted Stock Units




     (i) Award Grant. A Participant may receive Restricted Stock Units as specified
in the Participant’s Award Agreement (the “RSU”).



     (ii) Grant Date. The Grant Date of the RSUs will be determined in accordance
with the Company’s Equity Award Grant Policy, as in effect from time to time, and set forth
in the Participant’s Award Agreement.



     (iii) Risk of Forfeiture. Until an RSU becomes vested, a Participant will not
be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the RSU and
the RSU will be subject to forfeiture as set forth below.



     (iv) Vesting. Subject to the terms of 2007 Performance Plan and the 2011 LTIP,
the RSUs will vest with respect to one-half of the RSUs on February 1, 2012 (“First RSU
Installment”) and the remaining one-half on February 1, 2013 (“Second RSU
Installment”).4 As soon as practicable after any RSUs become vested, the Company
shall pay to Participant in cash a lump sum amount equal to the number of RSUs vesting
multiplied by the closing price of a Share of Common Stock on the NYSE on the vesting date
or, if the Common Stock was not traded on the NYSE on the vesting date, the last date prior
to the vesting date that the Common Stock was traded on the NYSE.



     (v) Accelerated Vesting; Forfeiture. The RSUs and the vesting provisions set
forth in this Section 4(c) are subject to the following terms and conditions:




          (A) Without Cause or For Good Reason. Upon a Participant’s Termination of
Employment by the Company without Cause or by the Participant for Good Reason
(including the Termination of Employment of the Participant if he is employed by an
Affiliate at the time the Company sells or otherwise divests itself of such
Affiliate), a number of RSUs equal to the Pro Rata RSU Portion will become
immediately vested as of the date of such termination. Upon a Participant’s
Termination of Employment by the Company without Cause or by the Participant for
Good Reason, any unvested RSUs, other than the Pro Rata RSU Portion, shall be
immediately forfeited.




          “Pro Rata RSU Portion” means, with respect to any RSU Installment that is not
vested at the time of a Participant’s Termination of Employment, the number of RSUs
covered by such RSU Installment multiplied by a fraction (i) the numerator of which
is the number of calendar months5 from the Grant Date to the date of such
Termination of





 




			
	4	 	If this formula results in any
fractional RSU allocation to any RSU Installment, the number of RSUs in the
First RSU Installment will be rounded up, and the number of RSUs in the Second
RSU Installment will be rounded down, to the nearest whole RSU, so that only
full RSUs are covered by each Installment.
	 
	5	 	For purposes of this Agreement, one calendar
month is calculated from the date of measurement to the same or closest
numerical date occurring during the following month. For example, one calendar
month from January 31, 2011 will elapse as of February 28, 2011, two months
will elapse on March 31, 2011, as so on.




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Employment, rounded up for any partial month and (ii) the denominator
of which is twelve (12) for the First RSU Installment and twenty-four (24) for the
Second RSU Installment.6




     (B) Voluntary Resignation. Upon a Participant’s Termination of Employment by
reason of a voluntary resignation (other than for Good Reason or Retirement), any
unvested portion of the RSUs shall be immediately forfeited.




     (C) Retirement. Subject to Section (4)(d)(v) below, upon a Participant’s
Termination of Employment by reason of Retirement, a number of RSUs equal to the Pro
Rata RSU Portion will become immediately vested as of the date of such Termination
of Employment. Pro Rata RSU Portion has the meaning set forth in Section A.4(a)
above. Upon a Participant’s Termination of Employment by reason of Retirement, any
unvested
RSUs, other than the Pro Rata RSU Portion, shall be immediately forfeited.




     (D) Death or Disability. Upon a Participant’s Termination of Employment due to
death or Disability, all unvested RSUs will immediately vest as of the date of such
Termination of Employment.




     (E) For Cause. Upon a Participant’s Termination of Employment by the Company
for Cause, any unvested portion of the RSUs shall be immediately forfeited.




     (F) Retirement-Eligible Participants Who Incur a Termination of Employment for
Other Reasons. If a Participant who is eligible for Retirement, is, or would be,
terminated by the Company without Cause, such participant shall be considered to
have been terminated by the Company without Cause for purposes of this Agreement
rather than having retired, but only if the Participant acknowledges, that absent
Retirement, the Participant would have been terminated by the Company without Cause.
If, however, the employment of a Participant who is eligible for Retirement is
terminated by the Company for Cause, then regardless of whether the Participant is
considered a retiree for purposes of any other program, plan or policy of the
Company, for purposes of this Agreement, the Participant’s employment shall be
considered to have been terminated by the Company for Cause.




     (vi) Change in Control. Notwithstanding the foregoing and subject to Section
4 below, upon a Participant’s Termination of Employment by the Company without Cause or by
the Participant for Good Reason (including the Termination of Employment of the Participant
if he is employed by an Affiliate at the time the Company sells or otherwise divests itself
of such Affiliate) on or after a Change in Control, but prior to the second anniversary of
such Change in Control, any unvested portion of the RSUs will immediately vest as of the
date of such Termination of Employment.


5. Potential Reduction in Payments Due to Excise Tax. In the event that a Participant becomes
entitled to benefits under the 2011 LTIP, then such benefits, together with any payment or
consideration in the nature of value or compensation to or for the Participant’s benefit under any
other agreement with or plan of Delta, shall be subject to reduction as set forth in Section 4(e)
of the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan, which relates to the excise
tax under Section 4999 of the Code.





 




			
	6	 	If this formula results in any fractional
RSUs, the Pro Rata RSU Portion will be rounded up to the nearest whole RSU.




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Nothing in this Section 5 is intended to amend or modify the
excise tax provisions applicable to any outstanding awards under the 2007 Performance Plan granted
to a Participant, to the extent applicable, prior to October 20, 2009.



6. Definitions. For purposes of the 2011 LTIP, the following definitions are hereby modified as
set forth below and will apply in lieu of the definitions set forth in the 2007 Performance Plan or
as modified, as applicable.




     (a) For purposes of the 2011 LTIP, “Good Reason” shall have the meaning set forth in the 2007
Performance Plan except: (i) any long-term award made to a Participant under the 2007 Performance
Plan, (ii) any other equity-based awards or other incentive compensation awards made to a
Participant by any of Delta (or any Affiliate or former Affiliate), (iii) any retention payment or
special travel benefits provided to a Participant as a result of his or her initial employment with
Delta or any Affiliate and (iv) the elimination of post-retirement coverage under the Company’s
executive life insurance program, will be ignored for purposes of determining whether a Participant
has suffered a reduction that constitutes Good Reason under the 2011 LTIP.



     (b) For purposes of the 2011 LTIP, “Retirement” means a Termination of Employment (other than
for Cause or death) either: (i) on or after a Participant’s 62nd birthday provided that
such Participant has completed at least 5 years service since his or her most recent hire date with
the Company (or an Affiliate or former Affiliate); or (ii) on or after a Participant’s
52nd birthday provided that such Participant has completed at least 10 years service
since his or her most recent hire date with the Company (or an Affiliate or former Affiliate).


7. Clawback. Notwithstanding anything to the contrary in the 2011 LTIP and subject to further
amendment of this Section 7 to the extent required to be in compliance with any applicable law or
regulations or Delta’s internal clawback policy, as it may be amended from time to time, if the
Committee determines that a vice president or more senior officer level Participant has engaged in
fraud or misconduct that caused, in whole or in part, the need for a required restatement of
Delta’s financial statements filed with the Securities and Exchange Commission, the Committee will
review all incentive compensation awarded to or earned by the Participant, including, without
limitation, any Award under the 2011 LTIP, with respect to fiscal periods materially affected by
the restatement and may recover from the Participant all such incentive compensation to the extent
that the Committee deems appropriate after taking into account the relevant facts and
circumstances. Any recoupment hereunder may be in addition to any other remedies that may be
available to Delta under applicable law, including, disciplinary action up to and including
termination of employment.





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