SEPARATION AGREEMENT AND
GENERAL RELEASE
DELTA AIR LINES, INC. 2007
OFFICER AND DIRECTOR SEVERANCE PLAN
1.
Agreement. I, [Insert Name] , 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.
2.
Severance Benefits. In exchange for voluntarily executing
and returning this Agreement to Delta, and 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 and (b) with no tax reimbursement by Delta related
to any travel privileges or any other benefits provided under the
Plan. 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, as modified by this Agreement
(other than retirement and equity-based benefits in accordance with
the respective terms of any retirement and equity-based benefits
plan in which I participated during my employment with
Delta).
3.
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 this
Agreement, the Delta Retirement Plan, 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 (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 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 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.
4. 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.
5. 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 forty-five (45) 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 forty-five (45) day period to consider this Agreement, or have
voluntarily chosen to execute this Agreement before the end of that
period;
f. I
understand I have seven (7) calendar days after signing this
Agreement to revoke this Agreement (the “ Revocation
Period ” ) . To revoke this Agreement, I
must notify Delta of the intent to revoke through a signed
statement delivered to Rob Kight, Delta Air Lines, Inc., ATG
Department 948, 1030 Delta Blvd., Atlanta, Georgia 30354-6001, or
to such other person and address as Delta may designate in writing,
on or before the last day of the Revocation Period. I acknowledge
that this Agreement will not take effect until the day after the
Revocation Period has expired, provided that I have not exercised
my revocation right. If I revoke this Agreement, it shall
immediately be void and of no further force or effect and I will
not receive the Severance Benefits referred to in Section 2 of this
Agreement; otherwise, this Agreement will be fully effective and
enforceable as of the day after the Revocation Period.
[Note: if employee is based in or resides in
Minnesota—revocation period must be 15 days to be valid under
the Minnesota Human Rights Act]
6. Return
of Property. I agree that all property belonging to Delta,
including records, files, memoranda, reports, personnel information
(including benefit files, training records, customer lists,
operating procedure manuals, safety manuals, financial statements,
price lists and the like), relating to the business of Delta, which
I have come in contact with in the course of my employment
(hereinafter " Delta's Materials ") shall, as
between the parties hereto, remain the sole property of Delta. I
hereby warrant that I have returned all originals and copies of
Delta's Materials to Delta.
7.
Cooperation. I agree that I shall, to the extent requested
in writing and reasonable under the circumstances, cooperate with
and serve in any capacity requested by Delta in any pending or
future litigation in which Delta has an interest, and regarding
which I, by virtue of my employment with Delta, have knowledge or
information relevant to the litigation. Delta shall reimburse me
for reasonable and necessary out-of-pocket expenses that I incur in
connection with such cooperation.
8. Trade
Secrets. I hereby acknowledge that during the term of my
employment with Delta, I had access to and acquir
