|
EXHIBIT
10.14
SEPARATION AGREEMENT AND
GENERAL RELEASE
1. Agreement. I,
Joseph C. Kolshak, 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. 2007 Officer and Director
Severance Plan, (the “ Plan ”). In
agreeing to participate in the Plan, I acknowledge I have carefully
reviewed the provisions of the Plan, as well as this Separation
Agreement and General Release (“ Agreement
”). I believe both the Agreement and the Plan are in my best
interest and I acknowledge entering into this Agreement voluntarily
and without coercion. All parties acknowledge that had I not
separated from Delta, my employment would have been terminated, and
I had knowledge of that fact. I further acknowledge and agree that
my retirement date with Delta shall be January 1, 2008. I also
agree to resign from any positions with any Delta subsidiary or
affiliate as of December 31, 2007.
2. Severance Benefits.
In exchange for my voluntarily executing and returning this
Agreement to Delta, and in recognition of my termination of
employment satisfying all eligibility criteria set forth in the
Plan, Delta will provide me with the benefits as described in the
Plan: (a) subject to the required withholding and payment of
all applicable federal, state and local taxes; (b) except as
provided in Section 3 below, with no tax reimbursement by
Delta related to any travel privileges or any other benefits
provided under the Plan; and (c) in lieu of any Career
Transition Services provided under the Plan, Delta agrees to pay
the actual reasonable attorney fees I incurred to negotiate and
prepare this Agreement, but which payment shall not exceed $5000.00
in total. In addition to the benefits under the Plan, for a period
of one year from my separation, Delta will also continue to provide
me with the same level of residential security services as provided
immediately before my separation. Section 7 below
notwithstanding, Delta shall also allow me to retain the laptop
computer and “Blackberry” device I currently have,
(together “the electronic hardware”) but I agree that
upon my separation, I shall present the electronic hardware to
Delta so that Delta may remove all Delta software, information and
programs there from. Delta shall have no obligation to maintain the
electronic hardware after my separation, nor to pay any monthly
operating fees nor reimburse me for such fees. I acknowledge and
agree that Delta will have no obligation to provide me with any
benefits in connection with my employment relationship with Delta,
or the termination of that relationship, except as described in the
Plan and this Agreement (other than retirement, death or
equity-based benefits in accordance with the respective terms of
any retirement, death or equity-based benefits plan in which I
participated during my employment with Delta). I specifically
acknowledge that as provided in the Plan, payment of certain of my
Severance Benefits may be subject to delayed payment pursuant to
Section 409A of the Internal Revenue Code of 1986, as
determined by Delta.
3. Additional Flight
Privileges . In addition to the non revenue space available
travel privileges otherwise available to me as a retiree of Delta,
but in lieu of the travel privileges provided under the Plan, for a
period of ten years from my retirement date Delta will allow me, my
spouse, dependent children and other “PPR” members to
be eligible for the same non revenue travel benefits as those
provided to active executive officers (and their spouse, dependent
children and other “PPR” members) as modified from time
to time, except that : a) any so called “gross up”
allowance will not exceed the amount provided under the program as
of my retirement date and there shall be no carryover from year to
year of the “gross up” allowance, or no year to year
carryover of any other “allowance” type benefit which
may be implemented during such ten year period; b) such travel must
be on the Delta system, and shall not include reciprocal benefits
that may be provided on other airlines (except for certain Delta
Connection flights); and c) any bookings for anyone other than my
PPR members must occur by February 29, 2008. Provided however,
during the six month period following my retirement date, any
taxable flight privileges for which I am eligible shall be limited
in value to $15,500. I acknowledge and agree that I may not
exchange the Additional Flight Privileges for any other benefit or
for a payment in cash or kind. I acknowledge that all my flight
privileges, both the non revenue space available retiree travel
privileges and the Additional Flight Privileges granted under this
Agreement are subject to Delta’s unilateral right to modify,
amend, suspend or terminate any and all travel privileges at any
time (including, but not limited to, changes required by
Section 409A of the Internal Revenue Code) as stated in its
standard policies applicable to all non revenue travel; but Delta
acknowledges that it will not exercise such rights with respect to
me solely as an individual (as opposed, for example, to changes
applicable to active executive officers as a group with respect
to
the Additional Flight Privileges, or
retirees with respect to space available retiree travel privileges)
unless it reasonably determines in good faith that I have
materially violated any of my obligations under this Agreement, or
any travel policy of Delta, or engaged in personal misconduct of
the nature that would reasonably justify suspension or termination
of my flight privileges.
4. General Waiver and
Release. In exchange for the benefits which Delta is providing
under this Agreement and the Plan, I hereby agree as
follows:
a. Except for the rights and
obligations provided by or arising under the Plan, this Agreement,
the Delta Pilots Defined Contribution Plan (or any other policy,
plan or program pertaining to retirees of Delta), the Delta
Family-Care Savings Plan, the Delta Air Lines, Inc. 2007
Performance Compensation Plan, or any right I may have to
indemnification by Delta, I hereby release, acquit, withdraw,
retract and forever discharge any and all claims, or causes of
action which I now have or may have hereafter, directly or
indirectly, personally or in a representative capacity, against
Delta, including its predecessors and successors, and its
subsidiaries and affiliates and all of each entity’s
respective administrators, fiduciaries, parents, subsidiaries,
plans, affiliates, officers, directors, shareholders,
representatives, agents, employees, and all persons acting through
or in connection with Delta and the Air Lines Pilots Association,
(“ALPA”) its officers, agents, employees, counsel and
representatives (each a “ Released Party
”) 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 which arise under the Railway
Labor Act, 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; The Rehabilitation Act of 1973, as
amended; The Family & Medical Leave Act; The Worker
Adjustment and Retraining Notification Act; 42 U.S.C. §§
1981 through 1988; the Employee Retirement Income Security Act of
1974, as amended, any other federal, state or local statute or
ordinance respecting discriminatory hiring or employment practices
or civil rights laws based on protected class status; common law
claims of intentional or negligent infliction of emotional
distress, defamation, negligent hiring, breach of 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 including any claim for attorneys’
fees. I agree that the general release also includes, but is not
limited to, all claims, manner of actions, and causes of action
arising from any allocation of the ALPA Claim or the ALPA Notes
(both as defined and described in LOA 7 between ALPA and Delta). 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. Except as necessary to
enforce the terms of this Agreement, 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 and will
accept no payment or other benefit as a result of such lawsuit or
any settlement thereof.
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. I
understand that there may be numerous, valuable rights under
federal and state law, including rights under the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
§ 621, et seq ., which I am waiving by executing this
Agreement. In connection with this, I hereby certify
that:
a. This Agreement and the
Plan are 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. I have been advised in
writing to consult with an attorney prior to executing this
Agreement;
d. 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
including any claim or potential claim relating to my employment
relationship with Delta, and termination of that
relationship;
e. I have 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. I have 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. I understand
|
