exv10w11






EXHIBIT 10.11




DELTA AIR LINES, INC.

2011 MANAGEMENT INCENTIVE PLAN



1. Purpose. The 2011 Management Incentive Plan (the “MIP”) is an annual 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 plan goals in 2011; and (b) align the interests of management
employees with the Company’s other employees and stakeholders. The MIP is being adopted under, and
is subject to the terms of, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “2007
Plan”). Capitalized terms that are used but not defined in the MIP shall have the meaning ascribed
to them in the 2007 Plan.



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 MIP 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 MIP:





     (i) authority to construe and interpret the terms of the MIP, 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 MIP participation and
distribution of awards;




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




     (iv) authority at any time prior to a Change in Control to eliminate or reduce the
actual payout to any Participant in the MIP.



     (b) Any rule or decision by the Committee that is not inconsistent with the provisions of the
MIP 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 Plan to the contrary, the Committee shall
not have the authority to increase the actual payout to any Participant in the MIP.


3. Eligibility. All Delta employees worldwide who are officers, managing directors (grade 13),
directors (grade 12), general managers (grade 11), grade 10 or grade 8 (other than employees who
participate in a sales incentive plan) are eligible to participate in the MIP (“Participants”).



4. MIP Awards.




     (a) General. The MIP award (the “MIP Award”) each Participant receives, if any, will be based
on: (i) the Participant’s Target MIP Award, as defined below; (ii) the level of achievement within
each applicable performance measure; and (iii) the occurrence of a payout for 2011 under
the Company’s broad-based employee profit sharing program (the “Profit Sharing Program”), as
described below. Certain additional requirements will apply



 









 




to any 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”), as discussed in Section 7(b) below.




     (b) Performance Measures. The performance measures used will be one or more of financial
(“Financial Performance”), operational (“Operational Performance”), customer service (“Customer
Service Performance”), leadership effectiveness (“Leadership Effectiveness Performance”) and
individual performance (“Individual Performance”). Achievement under each performance measure may
range from below threshold, at which there is no payout, to the maximum performance level, at which
the payout will be greater than the target level, subject to Section 4(c) below.



     (c) Interaction with Profit Sharing Program and Individual Performance Measure. If there is
no payout under the Profit Sharing Program for 2011, (i) no amount will be paid with respect to
Financial Performance to any Participant regardless of whether Delta meets or exceeds that
performance measure and (ii) for General Manager (Grade 11) Participants and above, the actual MIP
Award, if any, will not exceed such Participant’s Target MIP Award (as defined below). In
addition, if a Participant’s performance under the Individual Performance Measure (applicable to
Participants who are not officers) falls below the “meets expectations” performance rating, no
amount will be paid with respect to Financial Performance, Operational Performance and/or Customer
Service Performance to such Participant regardless of whether Delta meets or exceeds those
performance measures.



     (d) Target MIP Awards. The Target MIP Award for each Participant will be expressed as a
percentage of the Participant’s Annual Base Salary (the “Target MIP Award”) as determined by the
Committee and will be communicated to Participants in such manner as the Committee deems
appropriate. Subject to Section 8 below, “Annual Base Salary” means the Participant’s 2011 annual
base salary as in effect on December 31, 2011.


5. Weighting of Performance Measures. Subject to Section 8 below, a percentage of each
Participant’s Target MIP Award is allocated to one or more of Financial Performance, Operational
Performance, Customer Service Performance, Leadership Effectiveness Performance and/or Individual
Performance based on the Participant’s employment level, as follows:






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Performance Measures and Weighting




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	% of Target	 	 
	 	 	% of Target	 	% of Target	 	 	 	 	 	MIP Award	 	% of Target
	 	 	MIP Award	 	MIP Award	 	% of Target MIP	 	allocated to	 	MIP Award
	 	 	allocated to	 	allocated to	 	Award Allocated to	 	Leadership	 	allocated to
	Employment	 	Financial	 	Operational	 	Customer Service	 	Effectiveness	 	Individual
	Level	 	Performance	 	Performance	 	Performance	 	Performance	 	Performance
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	CEO
	 	 	50	%	 	 	30	%	 	 	20	%	 	 	0	%	 	 	0	%
	President
	 	 	50	%	 	 	30	%	 	 	20	%	 	 	0	%	 	 	0	%
	COO
	 	 	50	%	 	 	30	%	 	 	20	%	 	 	0	%	 	 	0	%
	EVP
	 	 	50	%	 	 	30	%	 	 	20	%	 	 	0	%	 	 	0	%
	CFO and General
Counsel
	 	 	50	%	 	 	30	%	 	 	20	%	 	 	0	%	 	 	0	%
	CIO
	 	 	50	%	 	 	30	%	 	 	20	%	 	 	0	%	 	 	0	%
	SVP*
	 	 	50	%	 	 	25	%	 	 	15	%	 	 	10	%	 	 	0	%
	VP*
	 	 	50	%	 	 	25	%	 	 	15	%	 	 	10	%	 	 	0	%
	Managing Director
(Grade
13)*
	 	 	35	%	 	 	15	%	 	 	10	%	 	 	0	%	 	 	40	%
	Director (Grade
12)*
	 	 	35	%	 	 	15	%	 	 	10	%	 	 	0	%	 	 	40	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Manager
(Grade 11)
	 	 	25	%	 	 	15	%	 	 	10	%	 	 	0	%	 	 	50	%
	Grade 10
	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	100	%
	Grade 8
	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	100	%








 




			
	*	 	Notwithstanding the weightings set forth above, the Committee has delegated to the
Chief Executive Officer of the Company, the authority to reallocate up to an aggregate of (i)
twenty percentage points for Senior Vice Presidents and Vice Presidents, and (ii) ten percentage
points for Managing Directors and Directors, of the Target MIP Award allocated to Financial
Performance to one or both of the Operational Performance and Customer Service Performance
weightings.




6. The Performance Measures—Threshold, Target and Maximum Payout Levels. The Target MIP Award,
and the amounts paid in connection with target levels of Financial, Operational, Customer Service,
Leadership Effectiveness, and Individual Performance, are based on the achievement of the target
performance level with respect to each applicable performance measure (except that Financial
Performance also requires a payout under the Profit Sharing Program for 2011). A Participant’s
actual MIP Award may be greater or less than the target amount based on whether performance under
one or more of the performance measures applicable to the Participant exceeds or is below target
performance, subject to Section 4(c) above. This is explained in more detail below.







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     (a) Financial Performance Measures. The Financial Performance measures for 2011 are based on
Delta’s Pre-Tax Income, as defined below. The following table describes the performance ranges and
award payout levels for 2011 Financial Performance, subject to Section 4(c) above:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	Target	 	Maximum
	% of Target Financial
Performance Measure Paid
	 	 	50	%	 	 	100	%	 	 	200	%
	Required 2011 Pre-Tax Income
	 	$1,322	 Million	 	$1,974	 Million	 	$2,625	 Million





Payouts will be straight-line interpolated when Pre-Tax Income results fall above Threshold
and below Target or above Target and below Maximum.




     “Pre-Tax Income” will be the amount of Pre-Tax Income, if any, determined under the Profit
Sharing Program for 2011.1



     (b) Operational Performance Measures. The Operational Performance measures for 2011 are based
on both Delta and Delta Connection operational performance, with (i) Delta’s operational
performance accounting for 75% of the measure and (ii) Delta Connection performance accounting for
25% of the measure. Delta’s Operational Performance is based on the number of times during 2011
that Delta meets or exceeds its monthly goals under the broad-based employee shared rewards program
(the “Shared Rewards Program”). Delta Connection’s Operational Performance is based on the number
of times during 2011 that the Delta Connection carriers meet or exceed their monthly operational
goals for (x) completion factor and (y) on-time performance (the “Delta Connection Goals”). The
Delta Connection Goals and the methodology for determining whether these goals are met are
described in Exhibit A hereto. The following table describes the performance ranges and award
payout levels for 2011 Operational Performance, subject to Section 4(c) above:





 




			
	1	 	The Profit Sharing Program for 2011 defines
“Pre-Tax Income” as follows: for any calendar year, the Company’s consolidated
pre-tax income calculated in accordance with Generally Accepted Accounting
Principles in the United States and as reported in the Company’s public
securities filings but excluding: (a) all asset write downs related to long
term assets, (b) gains or losses with respect to employee equity securities,
(c) gains or losses with respect to extraordinary, one-time or non-recurring
events, and (d) expense accrued with respect to the profit sharing plan and the
MIP.




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	 	 	Below Threshold	 	Threshold	 	Target	 	Maximum
	Shared Rewards
Program
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of Target Payout
for this
Performance Measure
(75% Weighting)
	 	 	0	%	 	 	37.50	%	 	 	75	%	 	 	150	%
	Number of monthly
Shared Rewards
Program goals
actually met during
2011
	 	15	 or less	 	 	16	 	 	 	21	 	 	26	 or more
	Delta Connection
Goals
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of Target Payout
for this
Performance Measure
(25% Weighting)
	 	 	0	%	 	 	12.50	%	 	 	25	%	 	 	50	%
	Number of Delta
Connection Goals
actually met during
2011
	 	8	 or less	 	 	9	 	 	 	14	 	 	19	 or more





Payouts based on the Shared Rewards Program and Delta Connection Goals will be straight-line
interpolated when actual performance results fall above Threshold and below Target or above Target
and below Maximum.




     (c) Customer Service Performance Measures. The Customer Service Performance measures for 2011
will be measured based on the percentage point increase in Delta’s annual Net Promoter Score
(“NPS”) from the 2010 calendar year to the 2011 calendar year, with (i) Delta’s NPS performance
attributable to domestic travel accounting for 60% of the measure and (ii) Delta’s NPS performance
attributable to international travel accounting for 40% of the measure. The criteria and
methodology used to determine Delta’s NPS is described in a
document titled, “‘Net Promoter’:
Measuring Customer Satisfaction at Delta,” which was previously reviewed by the Committee. Company
management will periodically report to the Company’s Board of Directors regarding Delta’s NPS. The
following table describes the performance ranges and award payout levels for 2011 Customer Service
Performance, subject to Section 4(c) above:



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	 	 	Below Threshold	 	Threshold	 	Target	 	Maximum
	Net Promoter Score
Improvement—Domestic
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of Target Payout for this
Performance Measure (60%
Weighting)
	 	 	0	%	 	 	30	%	 	 	60	%	 	 	120	%
	Percentage point increase
of 2011 NPS over 2010 NPS
	 	+0 	 or less	 	 	+1	 	 	 	+3	 	 	+5 	 or more
	Net Promoter Score
Improvement—International
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of Target Payout for this
Performance Measure (40%
Weighting)
	 	 	0	%	 	 	20	%	 	 	40	%	 	 	80	%
	Percentage point increase
of 2011 NPS over 2010 NPS
	 	+0 	 or less	 	 	+1	 	 	 	+3	 	 	+5 	 or more





Payouts based on Customer Service Performance will be straight-line interpolated when actual
performance results fall above Threshold and below Target or above Target and below Maximum.




     (d) Leadership Effectiveness Performance Measure. The Leadership Effectiveness Performance
measure (applicable to Participants who are Vice Presidents or Senior Vice Presidents (other than
any Executive Officer Participants) for 2011 will be based on an evaluation of whether a
Participant has demonstrated leadership attributes and results during 2011 including, among other
things, supporting diversity, providing talent management, meeting financial budget, and being a
role model for the Rules of the Road. The performance ranges and award payout levels will be
determined by the Committee, subject to Section 4(c) above.



     (e) Individual Performance Measure. The Individual Performance measure (applicable to
Participants who are not officers) is generally determined by each Participant’s Leader Performance
Management evaluation (“LPM”) at the end of 2011. The performance ranges and award payout levels
will be determined by the Committee, subject to Section 4(c) above.



7. Timing of Award Payments.




     (a) In General. Subject to Sections 7(b) and 8(a) below, any payouts to a Participant under
the MIP for 2011 will be made in cash, as soon as practicable after (i) the Committee certifies the
achievement of the required Financial Performance, Operational Performance and Customer Service
Performance results and (ii) where applicable, Leadership Effectiveness Performance results have
been determined and an LPM evaluation has been completed, but in no event later than March 15,
2012, unless it is administratively impracticable to do so, and such impracticability was
unforeseeable at the end of 2011, in which case such payment shall be made as soon as
administratively practicable after March 15, 2012. Further, unless a payout for 2011 under the
Profit Sharing Program occurs after



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March 15, 2012, any payout under the 2011 MIP will not be made prior to a payout for 2011 under the
Profit Sharing Program; provided, however, if it is determined there will be no payout for 2011
under the Profit Sharing Program, any MIP Awards that are payable based on Operational Performance,
Customer Service Performance, Leader Effectiveness Performance or Individual Performance will be
paid as soon as practicable thereafter, but in no event later than March 15, 2012, unless it is
administratively impracticable to do so, and such impracticability was unforeseeable at the end of
2011, in which case such payment shall be made as soon as administratively practicable after March
15, 2012.




     (b) Executive Officer Participants. Payouts under the MIP to Participants who, as
of December 31, 2011, are Executive Officer Participants (as such term is defined in Section 4(a)
above) will be subject to the following terms and conditions:




     (i) Payment in Restricted Stock. If there is no payout under the Profit
Sharing Program for 2011, any payout under the MIP to an Executive Officer Participant will
be made in shares of Restricted Stock rather than in cash, with the number of shares of
Restricted Stock being equal to the result of the following formula (“MIP Restricted
Stock”): A ÷ B, where2:




A = the amount of the payout to the Executive Officer Participant under the MIP
had the payout been made in cash; and




B = the closing price of a Share on the New York Stock Exchange on the later of
(1) the date that the Committee approves the payouts, if any, to the Executive
Officer Participants under the MIP following the Committee’s certification of the
achievement of the required performance measures as described in Section 7(a) 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.




     (ii) Lapsing of Restrictions; Forfeiture. Until the restrictions imposed by
this Section 7(b)(ii) (the “Restrictions”) have lapsed pursuant to the terms below, an
Executive Officer Participant will not be permitted to sell, exchange, assign, transfer,
pledge or otherwise dispose of the MIP Restricted Stock and the MIP Restricted Stock will
be subject to forfeiture as set forth below.




     (A) The Restrictions shall lapse and be of no further force or effect on the
earlier of the date (1) there is a payout under the Profit Sharing Program unless,
prior to such payout, the Executive Officer Participant incurs a Disqualifying
Termination of Employment or (2) an Executive Officer Participant incurs a
Qualifying Termination of Employment. The MIP Restricted Stock will be
immediately forfeited if, prior to the lapsing of the Restrictions, the Executive
Officer Participant incurs a Disqualifying Termination of Employment.





 




			
	2	 	If this formula results in any fractional
share, the MIP Restricted Stock will be rounded up to the nearest whole share.




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     (B) “Disqualifying Termination of Employment” means an Executive Officer
Participant’s Termination of Employment by the Company for Cause.




     (C) “Qualifying Termination of Employment” means an Executive Officer
Participant’s Termination of Employment (1) by the Company without Cause; or (2)
due to death or Disability.




     (D) For purposes of this Section 7(b)(ii), if an Executive Officer
Participant incurs a Termination of Employment by reason of (1) a voluntary
resignation (including the Termination of Employment by the Participant if he is
employed by an Affiliate at the time the Company sells or otherwise divests itself
of such Affiliate); or (2) Retirement, the Restrictions shall lapse and be of no
further force or effect on the date there is a payout under the Profit Sharing
Program as if such Executive Officer Participant’s employment had continued
through such date.




     (E) For purposes of the MIP, “Retirement” means a Termination of Employment
(other than for Cause or death) either: (1) 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 (2) 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).




     (iii) Dividends. In the event a cash dividend shall be paid in respect of
Shares at a time the Restrictions on the MIP 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.




     (iv) 2007 Plan; Written Notice. The MIP Restricted Stock will otherwise be
subject to the terms of the 2007 Plan. In the event any Executive Officer Participant’s
MIP Award is converted to MIP Restricted Stock, such Participant will receive a written
notice of such conversion with the details thereof as soon as practicable after the MIP
Payment Date.



8. Change in Employment Status.




     (a) Termination of Employment.




     (i) A Termination Event in 2011—General. Except as expressly set forth in this
Section 8, in the event a Participant’s employment with Delta terminates for any reason
prior to the end of the workday on December 31, 2011, such Participant will be ineligible
for any award under the MIP. In other words, if a Participant is employed according to
Company records through the end of the workday on December 31, 2011, the Participant will
be eligible for any award earned under the MIP for 2011, including, if applicable, MIP
Restricted Stock.




     (ii) Termination on or after January 1, 2012. Subject to Section 7(b) above, a
Participant who incurs a Termination of Employment for any reason other



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than for Cause on or after January 1, 2012 will remain eligible for any unpaid MIP
Award, which award will be paid according to the terms of Section 7(a) above. A
Participant who is terminated by the Company for Cause on or after January 1, 2012 will
forfeit any unpaid MIP Award.




     (iii) Pro Rata MIP Payment.




     (A) Disability or Retirement. This Section 8(a)(iii)(A) applies to any
Participant who incurs a Termination of Employment prior to January 1, 2012 due to
the Participant’s Disability or Retirement (as such term is defined in Section
7(b)(ii)(D)). Subject to the Participant’s execution of a waiver and release of
claims in a form and manner satisfactory to the Company, such Participant will be
eligible to receive a MIP Award based on an adjusted annual base salary amount,
but otherwise in the same manner, to the same extent and at the same time as the
Participant would have received such MIP Award if such Participant’s employment
had continued through December 31, 2011 (i.e., based on achievement of applicable
performance measures). The most recent LPM prior to the Termination of Employment
will generally apply to the Individual Performance measure, if any, applicable to
the Participant. The Participant’s Annual Base Salary will be the result of the
following formula: X × Y/12, where:




X = the Participant’s annual base salary as in effect as of the date of
Termination of Employment; and




Y = the number of calendar months the Participant was actively employed
by Delta during 2011 in a MIP-eligible position, rounded up for any
partial month.3




     (B) Termination of Employment Without Cause or Resulting in Benefits under
the Severance Plan. This Section 8(a)(iii)(B) applies to any Participant who
incurs a Termination of Employment prior to January 1, 2012 due to either (1) a
Termination of Employment by the Company without Cause, or (2) for any other
reason that entitles such Participant to benefits under the Delta Air Lines, Inc.
2009 Officer and Director Severance Plan (the “Severance Plan”). Subject to the
Participant’s execution of a waiver and release of claims in a form and manner
satisfactory to the Company, such Participant will be eligible to receive a MIP
Award based on an adjusted annual base salary amount, but otherwise in the same
manner, to the same extent and at the same time as the Participant would have
received such MIP Award if such Participant’s employment had continued through
December 31, 2011 (i.e., based on achievement of applicable performance measures).
The Participant’s Annual Base Salary will be determined in accordance with the
formula set forth in Section 8(a)(iii)(A) above.





 




			
	3	 	For purposes of the MIP, 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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     (C) Death. This Section 8(a)(iii)(C) applies to any Participant
who incurs a Termination of Employment prior to January 1, 2012 due to the
Participant’s death. The Participant’s estate will be eligible to receive a Pro
Rata MIP Payment made in cash as soon as practicable after a Participant’s
Termination of Employment, but in no event later than 21/2 months following the end
of the year in which the Termination of Employment occurs. “Pro Rata MIP Payment”
means the result of the following formula: W × Z/12, where:




W = the Participant’s Target MIP Award; and




Z = the number of calendar months the Participant was actively
employed by Delta during 2011 in a MIP-eligible position, rounded
up for any partial month.



     (b) Other Changes in Employment Status. The terms of this Section 8(b) shall apply to
circumstances involving new hires, promotions, demotions, transfers or leaves of absence during
2011. After a Participant’s Target MIP Award is determined under this Section 8(b), the
appropriate weighting of performance measures will apply to each portion of such Target MIP Award
as set forth in Section 5 above. For partial calendar months, the change in employment status will
be considered effective as of the 1st day of the month in which there is a change in
status. The end of year LPM will apply to any Individual Performance measure applicable to the
Participant unless the Participant is no longer subject to the LPM process after the change in
employment status, in which case the most recent LPM will apply. Any MIP Awards payable under this
Section 8(b) will be paid at the same time and in the same manner as such awards are paid to active
Participants, subject to Section 7(b) above.




     (i) New Hires. With respect to any individual who becomes employed by Delta as a
grade 8 or any more senior MIP-eligible position during 2011 but after January 1, 2011,
such individual will be a Participant in the MIP and will be eligible to receive an award
under the MIP for 2011; provided, that such Participant’s Annual Base Salary will be the
result of the following formula: X × Y/12, where:




X = the Participant’s annual base salary as of December 31, 2011; and




Y = the number of calendar months the Participant was actively employed by Delta
in a MIP-eligible position during 2011, rounded up for any partial month.




     (ii) Promotions. Participants who are either promoted into a MIP-eligible job level
or promoted into a higher level of MIP participation during 2011 will have their Target MIP
Award calculated based on their annual base salary at each MIP-eligible job level (measured
as of the date immediately prior to the date the promotion is considered effective for
purposes of the MIP, if applicable, as described in the first paragraph of Section 8(b)
above, and as of December 31, 2011) and the number of calendar months they were employed in
each such capacity, multiplied by the relevant total target award percentage applicable to
their position or positions during the relevant period.



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     (iii) Demotions. Participants who are either demoted to a position that is not
eligible to participate in the MIP or demoted to a lower level of MIP participation during
2011 will have their Target MIP Award calculated based on their annual base salary at each
MIP-eligible job level (measured as of the date immediately prior to the date the demotion
is considered effective for purposes of the MIP, as described in the first paragraph of
Section 8(b) above, and, if applicable, as of December 31, 2011) and the number of calendar
months they were employed in each such capacity, multiplied by the relevant total target
award percentage applicable to their position or positions during the relevant period.




     (iv) Transfers and Leaves of Absence. In the event that during 2011 a Participant
transfers employment from Delta to a Delta subsidiary or affiliate that does not
participate in the MIP, other than a transfer to the Delta Community Credit Union (the
“DCCU”), the Participant will forfeit any eligibility for an award under the MIP. Except
as provided under Section 8(b)(v) below, any Participant who goes on any type of leave or
who transfers to the DCCU at any time during 2011 will have his Target MIP Award calculated
based on his annual base salary (measured as of the date immediately prior to the date the
transfer or leave is considered effective for purposes of the MIP) and the number of
calendar months he was employed in a MIP-eligible position during 2011, multiplied by the
relevant total target award percentage applicable to his MIP-eligible position.




     (v) Military Leave. In the event that at any time during 2011 a Participant is on a
Military Leave of Absence, his or her Annual Base Salary shall be equal to the aggregate
annual base salary the Participant received from Delta during 2011 plus any amount of base
salary such Participant would have received had he or she been actively employed by Delta
in any corresponding MIP-eligible position during such leave. “Military Leave of Absence”
means a Participant’s absence from his or her position of employment at any time during
2011 because of service in the uniformed services, as defined under the Uniformed Services
Employment and Reemployment Rights Act of 1994, as amended (“USERRA”); provided, that a
Participant must provide the Company appropriate evidence that his or her absence was due
to service in the uniformed services and the period of such service in order to be
considered to be on a Military Leave of Absence for purposes of the MIP. For purposes of
the MIP, any Participant who is absent due to military service (according to Delta’s
records) as of December 31, 2011 and has been on such leave for a cumulative period (during
the period he or she has been employed by Delta) of five years or less, will be presumed to
be on a Military Leave of Absence. Any Participant who is similarly absent due to military
service (based on Delta’s records) and who has been on such leave for a period of more than
five years will not be considered to be on a Military Leave of Absence until he or she
provides appropriate evidence that he or she is entitled to an exception to the five-year
limit on uniformed service as set forth in USERRA.


9. Treatment of Payments Under Benefit Plans or Programs. MIP payments, which for an Executive
Officer Participant who receives MIP Restricted Stock means the amount of the payout to the
Executive Officer Participant under the MIP had the payout been made in cash, will be considered
as earnings under any benefit plan or program sponsored by Delta only to the extent such payments
are included as earnings under the terms of the specific plan or program; provided, however, that
any MIP payment made to an Executive Officer Participant in MIP Restricted Stock will be considered
as earnings only for purposes of the






11









 







Company’s restoration payment program, as in effect from time to time. If such payments are
included, unless otherwise provided in such plan or program, participants will be eligible to
contribute amounts paid under the MIP into such plans in the same manner and to the same extent as
their ordinary compensation and any amounts so contributed will be subject to any applicable
Company contributions and/or matches. Notwithstanding anything to the contrary in this Section 9,
any MIP payment received in connection with a Termination of Employment shall not be considered
earnings under any benefit plan or program sponsored by Delta.



10. Effective Date. The MIP will become effective as of January 1, 2011; provided however, if on
or before the date the Committee adopts the MIP any employee who would otherwise have participated
in the MIP is informed that his or her employment will be terminated by the Company without Cause,
any severance such employee is entitled to receive will be calculated based on the 2010 Management
Incentive Plan as in effect as of December 31, 2010.



11. Amendment. Except as otherwise expressly set forth in this Section and Section 14, the terms
of Section 14 of the 2007 Plan shall apply to any amendment or termination of the MIP. In addition,
the terms applicable to any Participant will be subject in their entirety to the terms of any offer
letter or other document to which the Participant has agreed. The terms of such offer letter or
other document, if contrary to the terms of the MIP, shall govern the rights of the corresponding
Participant.



12. Fractions. Any calculation under the MIP that results in a fractional amount will be rounded
up to two decimal points.



13. Section 409A of the Code. Notwithstanding anything to the contrary in the MIP, to the extent
that any amount paid hereunder in connection with a Termination of Employment constitutes deferred
compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder (together, “Section 409A”) and is paid to a “specified employee”
as defined in Section 409A, the payment of such amount will be delayed for six months.



14. Clawback. Notwithstanding anything to the contrary in the MIP and subject to further amendment
of this Section 14 to the extent required to be in compliance with any applicable law or regulation
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 such Participant, including, without limitation,
any MIP Award, 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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EXHIBIT A—DELTA CONNECTION GOALS:





Delta Connection’s Operational Performance will be based on the number of times during 2011
that the group of Delta Connection carriers meets or exceeds its monthly operational goals for
completion factor and on-time arrival performance (the “Delta Connection Goals”). The 24
monthly Delta Connection Goals are included on the following tables:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	On-Time Arrival
	 	 	Completion Factor	 	Performance
	Month in 2011	 	2011 Goal	 	2011 Goal
	January
	 	 	97.0	%	 	 	78.2	%
	February
	 	 	97.0	%	 	 	77.3	%
	March
	 	 	97.7	%	 	 	78.0	%
	April
	 	 	98.8	%	 	 	83.5	%
	May
	 	 	99.1	%	 	 	86.2	%
	June
	 	 	98.2	%	 	 	78.1	%
	July
	 	 	98.1	%	 	 	78.8	%
	August
	 	 	98.4	%	 	 	80.3	%
	September
	 	 	98.9	%	 	 	86.2	%
	October
	 	 	98.8	%	 	 	85.4	%
	November
	 	 	99.0	%	 	 	86.5	%
	December
	 	 	96.9	%	 	 	74.0	%
	Total
	 	 	98.2	%	 	 	81.1	%







	 	A.	 	The primary source of reported metrics used to calculate performance will be
performance reports provided by each Delta Connection carrier on a daily basis and
validated by Delta Connection Performance Management.
	 
	 	B.	 	All domestic and international Delta Connection carrier system operations subject to
capacity purchase agreements and/or revenue proration agreements will be included in the
performance measures, including the operations of ASA, Chautauqua, Comair, Compass,
Mesaba, Pinnacle, SkyWest and Shuttle America, but excluding any revenue proration
operations with respect to which passenger reservations are not reflected on Delta’s
reservations system (the “Delta Connection Program”). In the event that a carrier enters
or leaves the Delta Connection Program, that carrier’s operations will be included or
excluded from the performance measures as applicable.
	 
	 	C.	 	The monthly calculation for completion factor will be as follows:






	 	1.	 	Add all Delta Connection scheduled system operations for the month.
	 
	 	2.	 	Add all Delta Connection system completed flights for the month
(including flights canceled by one carrier and covered by another via an extra
section, which also includes flights changed to Delta aircraft).
	 
	 	3.	 	Divide the result of C.2 by the result of C.1 for a combined Delta
Connection system completion factor.






	 	D.	 	The monthly calculation for on-time performance will be as follows:






	 	1.	 	Add all Delta Connection completed system operations for the month.
	 
	 	2.	 	Add all Delta Connection system on time operations for the month. On
time operations are defined as the number of flights that arrive at the scheduled
destination within 15 minutes of the scheduled arrival time.
	 
	 	3.	 	Divide the result of D.2 by the result of D.1 for a combined Delta
Connection system on-time performance measure.






	 	E.	 	All calculations will be performed and validated by Delta Connection Performance
Management.