DELTA AIR LINES, INC. 2009 MANAGEMENT INCENTIVE PLAN

Exhibit 10.19

DELTA AIR LINES, INC.

2009 MANAGEMENT INCENTIVE PLAN

1. Purpose. The 2009 Management Incentive Plan (the “ MIP ”) is an annual cash incentive program sponsored by Delta Air Lines, Inc. (“ Delta ” or the “ Company ”) that is intended to: (a) closely link pay and performance by providing management employees with a compensation opportunity based on Delta’s achieving key business plan goals in 2009; 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. ¹

(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.

3. Eligibility. All Delta employees worldwide who are either officers, managing directors, directors, grade 11, grade 10 or grade 8 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) with respect to the Financial Performance measure, as described below, the occurrence of a payout for 2009 under the Company’s broad-based employee profit sharing program (the “ Profit Sharing Program ”). Certain additional requirements will apply to any Participant who, as of December 31, 2009, 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 ”), merger integration (“ Merger Integration 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. See Section 6 below.

(c) Condition to Financial Performance Payout . Any payout for Financial Performance is contingent upon a payout under the Profit Sharing Program for 2009. If there is no payout under the Profit Sharing Program for 2009, no amount will be paid with respect to Financial Performance regardless of whether Delta meets or exceeds that performance measure.

(d) Target MIP Award s. 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 2009 annual base salary as in effect on December 31, 2009.

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, Merger Integration 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

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, Merger Integration, 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 2009). 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. This is explained in more detail below.

(a) Financial Performance Measures . The Financial Performance measures for 2009 are based on Delta’s Pre-Tax Income, as defined below. The following table describes the performance ranges and award payout levels for 2009 Financial Performance, subject to Section 4(c) above:

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

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“Pre-Tax Income” will be the amount of Pre-Tax Income, if any, determined under the Profit Sharing Program for 2009. ²

(b) Operational Performance Measures . The Operational Performance measures for 2009 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 2009 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 2009 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 2009 Operational Performance:

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.

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(c) Merger Integration Performance Measures . The Merger Integration Performance measures for 2009 will be measured based on the achievement of quantifiable synergies as a result of the merger of a wholly owned subsidiary of Delta with and into Northwest Airlines Corporation on October 29, 2008 (the “ Merger ”), including, without limitation, expense reductions (including a decrease in cost per available seat mile); an increase in revenue or revenue growth (including an increase in revenue per available seat mile or increased revenue from a new or amended affinity card agreement); and productivity and process improvement. Company management will periodically report to the Company’s Board of Directors regarding Merger synergies. The following table describes the performance ranges and award payout levels for 2009 Merger Integration Performance: