EXHIBIT 10.20(b)
OFFICER
MODEL
DELTA AIR LINES, INC. MERGER
AWARD PROGRAM
AWARD AGREEMENT
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Date of this
Agreement:
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Grant
Date:
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[Name]
This Award Agreement (the “
Agreement ”) describes some of the terms of your award
(the “ Award ”) under the Delta Air Lines, Inc.
Merger Award Program (which is subject to the Delta Air Lines, Inc.
2007 Performance Compensation Plan) (the “ MAP
”). Your Award is subject to the terms of the MAP and this
Agreement. Capitalized terms that are used but not otherwise
defined in this Agreement have the meaning set forth in the MAP. In
order for this Award to remain effective, you must accept the Award
in accordance with Section 9 on or before the date that is 30
calendar days after the date of this Agreement (the “
Acceptance Date ”). If you do not accept the Award as
required, the Award and this Agreement will become void and of no
further effect as of 5:00 pm Eastern Time on the Acceptance
Date.
1. Summary of Award
. Your Award will include
Restricted Stock and a Non-Qualified Stock Option (“ Stock
Option ”) as described below. Terms applicable to your
Award, including the lapsing of the Restrictions on your Restricted
Stock, the exercisability of your Stock Option and the
forfeitability of your Award, are included in the MAP.
(a) Restricted
Stock. You are hereby
awarded, on the Grant Date above (the “ Grant Date
”), Restricted Stock for [NUMBER] shares of Delta Common
Stock, par value $0.0001 per share (“ Common Stock
”).
(b) Non-Qualified Stock
Option. You are
hereby awarded, on the Grant Date, a Stock Option exercisable for
[NUMBER] shares of Common Stock. The exercise price of the Stock
Option will be the closing price of a share of Common Stock on the
NYSE on the Grant Date.
2. Restrictive Covenants
. In exchange for the
Award, you hereby agree as follows:
(a) Trade
Secrets. You hereby
acknowledge that during the term of your employment with Delta Air
Lines, Inc., its subsidiaries and affiliates (“ Delta
”), you have acquired and will continue to acquire 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 ”). You hereby agree that for so long as such
information remains a Trade Secret as defined by Georgia law, you
will hold in a fiduciary capacity for the benefit of Delta and
shall not directly or indirectly make use of, on your 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.
(b) Confidential or
Proprietary Information . You
further agree that you will hold in a fiduciary capacity for the
benefit of Delta, and, during the term of your employment with
Delta and for the two year period after such employment terminates,
shall not directly or indirectly use or disclose, any Confidential
or Proprietary Information, as defined hereinafter, that you
acquire (whether or not developed or compiled by you and whether or
not you were authorized to have access to such Confidential or
Proprietary Information) during the term of, in the course of, or
as a result of your 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 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 or 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.
(c) Employee Non-Solicitation
Agreement. During the
term of your employment with Delta and during the one-year period
following the termination of such employment, you will not directly
or indirectly (on your 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 solicit, encourage or induce any such
person to terminate their employment with Delta. The restrictions
set forth in this Section shall be limited to those Delta
management or professional employees who: (i) were employed by
Delta during your employment in a supervisory or administrative
job; and (ii) with whom you had material professional contact
during your employment with Delta.
(d) Non-Competition
Agreement. You
acknowledge that Delta competes in a worldwide passenger air travel
market, and Delta’s business plan is increasingly
international in scope. You also acknowledge that although
Delta’s business plan focuses on international air travel as
a growing and important component, domestic air travel service will
continue to be critical to Delta’s success and will remain a
primary focus of its overall air travel business. You
acknowledge 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 your possible employment
or consulting with other air passenger carriers or ai