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DELTA AIR LINES, INC. OFFICER AND DIRECTOR SEVERANCE PLAN

Termination Severance Agreement

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Delta Air Lines, Inc

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Title: DELTA AIR LINES, INC. OFFICER AND DIRECTOR SEVERANCE PLAN
Governing Law: Georgia     Date: 3/2/2009
Industry: Airline     Sector: Transportation

DELTA AIR LINES, INC. OFFICER AND DIRECTOR SEVERANCE PLAN, Parties: delta air lines  inc
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Exhibit 10.14

DELTA AIR LINES, INC.

OFFICER AND DIRECTOR SEVERANCE PLAN

As Amended and Restated as of January 2, 2009

 

1.

INTRODUCTION

Delta Air Lines, Inc. (the “ Company ” or “ Delta ”) adopted the 2007 Officer and Director Severance Plan (the “ Prior Plan ”) for eligible Officer and Director level employees of the Company. Delta hereby amends and restates the Prior Plan as the 2009 Delta Air Lines, Inc. Officer and Director Severance Plan (the “ 2009 Plan ”) effective as of January 2, 2009. Participants in the Prior Plan whose employment terminates on or prior to January 2, 2009 shall not be eligible for benefits under the 2009 Plan, but shall only be eligible for benefits under the Prior Plan, subject to any other separately granted contractual rights they may have. Except as provided in the previous sentence and as provided below with respect to certain Officers and Directors who were actively employed by Delta as of October 28, 2008, the terms of the Prior Plan shall no longer be in effect as of January 2, 2009.

Capitalized terms that are not otherwise defined in the text of this 2009 Plan are defined in Section 11 below.

 

2.

PARTICIPATION

(a) General . Any employee of the Company who on or after January 2, 2009 is paid through the U.S. payroll and is classified as a full-time Director (a “ Director ”) or Officer (an “ Officer ”) of the Company according to the Company’s Human Resources records (a “ Participant ”) is eligible to participate in this Plan in accordance with the terms described below. In addition, an officer or director of an Affiliate may be designated as a Participant by the Plan Administrator in his sole discretion if (i) the Affiliate does not offer a severance plan or program to its executive employees; or (ii) the officer or director is not eligible to participate in the severance plan or program the Affiliate does offer. In these circumstances, the Plan Administrator shall determine in his sole discretion the level at which the officer or director may participate in the 2009 Plan. For example, an employee of an Affiliate may be a Vice President of an Affiliate, but may be designated by the Plan Administrator to participate in the 2009 Plan at the Director level.

(b) Former Northwest Officers and Directors . Notwithstanding anything in the 2009 Plan to the contrary, any Officer or Director who (i) on October 28, 2008 was either (A) an officer of Northwest Airlines, Inc. or (B) a managing director, director or other employee of Northwest Airlines, Inc. who participated in the Northwest Airlines, Inc. Non-Officer Change of Control Severance Plan, and (ii) became an Officer or Director of Delta on or after October 29, 2008, shall not participate in the 2009 Plan until October 29, 2010 unless such person was a Senior Vice President or higher of Delta on October 29, 2008, in which case such person shall not participate in the 2009 Plan until October 29, 2011. After such dates, any such Officer or Director shall be eligible for all benefits hereunder.

 

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(c) Pre Merger Officer or Director and Prior Plan Benefits . An Officer or Director employed by Delta as an officer or director on October 28, 2008 who was not advised by Delta that his or her employment would be terminated on or before January 1, 2009 (a “Pre Merger Officer or Director”) shall be eligible to receive benefits under the Prior Plan until October 29, 2010. During such time, a Pre Merger Officer or Director shall also be eligible for benefits under the 2009 Plan, but will not be eligible for duplicate benefits under both plans. After October 29, 2010, any Pre Merger Officer or Director who remains employed by Delta (or any Affiliate) as an Officer or Director shall be eligible for benefits under the 2009 Plan, but not the Prior Plan.

 

3.

TERMINATION OF EMPLOYMENT AND ELIGIBILITY

(a) Severance Event . Subject to Section 2, a Participant shall be eligible to receive the benefits described in Section 4 if after January 2, 2009 he incurs a “ Severance Event ” which shall be defined as any of the following:

(i) the Participant’s employment is terminated by Delta other than for Cause . If a Participant who is eligible for early, special early or normal retirement under the Company’s retirement plan or policy is, or would be, terminated by the Company without Cause, such Participant shall be considered to have been terminated by the Company without Cause for purposes of the 2009 Plan rather than having retired, but only if the Participant acknowledges that, absent retirement, the Participant would have been terminated by the Company without Cause. If, however, the employment of a Participant who is eligible for retirement is terminated by the Company for Cause, then regardless of whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of the 2009 Plan, the Participant’s employment shall be considered to have been terminated by the Company for Cause;

(ii) the Participant (other than the Chief Executive Officer and the President of the Company as of October 29, 2008) (A) resigns from employment with Delta for Good Reason during the period beginning on a Change in Control Date and ending on the second anniversary thereof (provided that the event that constitutes Good Reason must occur after the Change in Control) and (B) was employed by Delta as of the Change in Control Date; or

(iii) with respect to either the Chief Executive Officer or the President of the Company as of October 29, 2008, the Participant resigns for Good Reason.

(b) Condition Precedent to Receipt of Any Benefits Under the Plan . In order to receive the benefits of the 2009 Plan, eligible Participants must first sign a Separation Agreement and General Release prepared by Delta (the “ Agreement ”) within 45 days of the date that the Agreement is presented to the Participant. Participants who fail to sign the Agreement within 45 days or who rescind the Agreement within the applicable Revocation Period are not eligible to receive benefits under the 2009 Plan. The Agreement is designed to ensure that both Delta and the Participant have their rights and obligations in connection with the termination of employment established with certainty and finality. Delta is offering benefits under this 2009 Plan in exchange for the

 

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execution of the Agreement. The Agreement shall be in a form provided by and satisfactory to Delta and may include, without limitation, a release in favor of Delta and its employees, directors and Affiliates and certain non-competition, non-solicitation and non-recruitment agreements for the benefit of Delta; provided , however , that for the two year period following a Change in Control, the Agreement shall be in substantially the same form as the form of Agreement used immediately prior to the Change in Control.

 

4.

DESCRIPTION OF SPECIFIC BENEFITS

Upon a Severance Event, each Participant will be eligible for the following benefits:

(a) Severance Pay . A Participant will be eligible for “ Severance Pay ”, in an amount determined as described below, and based on the Participant’s job level at the time of the Severance Event. If however, the Severance Event is described in Section 3(a)(ii) or (iii) above and the event which constitutes Good Reason is a significant diminution of the Participant’s position, responsibilities or duties, Severance Pay shall be based on the Participant’s MIP Target Award prior to the diminution which gave rise to the Participant’s resignation. Severance Pay will be paid as a one-time lump-sum payment promptly following the Participant’s Severance Event and fulfillment of the other eligibility criteria including compliance with Section 3(b) above, but in no event shall be paid more than two and one half months following the end of the year in which the Severance Event occurs. All applicable federal, state, and local taxes will be withheld from all Severance Pay. Severance Pay will not be considered as earnings under any qualified or non qualified plan or program sponsored by Delta or any Affiliate. Each Participant will be eligible for Severance Pay in an amount equal to:

(i) 6 months Base Salary for Directors, plus 50% of any applicable MIP Target Amount;

(ii) 9 months Base Salary for Managing Directors, plus 75% of any applicable MIP Target Amount;

(iii) 12 months Base Salary for Vice Presidents, plus 100% of any applicable MIP Target Amount;

(iv) 15 months Base Salary for Senior Vice Presidents, plus 125% of any applicable MIP Target Amount;

(v) 18 months Base Salary for Executive Vice Presidents, plus 150% of any applicable MIP Target Amount ; and

(vi) 24 months Base Salary for the President or Chief Executive Officer, plus 200% of any applicable MIP Target Amount.

(b) Extension of Benefits During Severance Period . A Participant shall be eligible for the following extended benefits for the periods noted below.

(i) Medical/Dental and Life Insurance Benefits.

 

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(A)

Payment of COBRA Premiums . Delta will pay the premiums for medical, dental and/or vision COBRA coverage (but not for any portion of the COBRA premium for any Healthcare Flexible Spending Account) for which a Participant and his eligible dependents may be eligible, provided such COBRA coverage is properly elected by the Participant or his eligible dependents. Eligibility for such payments shall continue until the earlier of: (i) the end of the Severance Period; or (ii) the date the Participant’s or the Participant’s dependents’ eligibility for COBRA coverage ceases as provided under COBRA and the terms of the Delta Account-Based Healthcare Plan (or corresponding pilot or Affiliate plan, if applicable).

 

 

(B)

Payment of Retiree Medical Premiums . To the extent applicable, if a Participant is eligible for special early, early or normal retirement under the Company’s retirement plan or policy at the time of the Severance Event, and the Participant or one or more of his eligible dependents elects COBRA coverage instead of retiree medical and/or dental coverage, the above section entitled “Payment of COBRA Premiums” will apply with respect to any Delta-paid COBRA premium. If the Participant or an eligible dependent instead elects retiree medical and/or dental coverage, Delta will, in lieu of paying COBRA premiums as described above, pay the retiree medical and/or dental premium for the Participant and/or his eligible dependents during the Severance Period, provided that the Participant and/or his eligible dependents properly enroll for such coverage. If a Participant or his dependents become ineligible for Delta retiree coverage for any reason or opt out of such coverage, all Delta paid coverage for that person (or group of persons) will cease and Delta will have no responsibility to pay any further retiree medical and/or dental premiums under the 2009 Plan; however the Participant or his dependents shall retain whatever rights they may have under any other applicable Delta sponsored retiree medical plan or program.

(ii) Basic Life Insurance . Participants will also have their basic life insurance coverage under the Delta Family-Care Disability and Survivorship Plan (or corresponding pilot or Affiliate plan, if applicable) continued for the Severance Period at Delta’s expense; provided the Participant shall be responsible for any taxes associated with such continuation. The amount of coverage continued will be equal to the amount of basic life insurance coverage in effect immediately prior to separation. This continued coverage shall not affect any other death benefit for which the Participant is eligible.

(iii) Travel Privileges .

(A) During the Severance Period, a Participant will be eligible for continued travel privileges comparable to those under Delta’s travel policy as in effect for an active employee at the Participant’s job level at the time of the

 

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Severance Event. If however, the Severance Event is described in Section 3(a)(ii) or (iii) above and the event which constitutes Good Reason is a significant diminution of the Participant’s position, responsibilities or duties, Severance Pay shall be based on the Participant’s job level prior to the diminution which gave rise to the Participant’s resignation. In addition, with respect to any Participant who (i) incurs a termination that constitutes a Severance Event during the period beginning on a Change in Control Date and ending on the second anniversary thereof and (ii) is a Vice President or more senior Officer of the Company at the time of the Change in Control Date, such Participant shall after the expiration of the Travel Privileges described in the previous sentence, be treated as a retired officer for purposes of the Company’s travel policy regardless of the Participant’s actual age or years of service. Following the expiration of the Severance Period, the Participant’s travel benefits will be based on the Company travel policy for retired officers at the level at which the Participant was employed immediately prior to the Change in Control Date.

(B) All Travel Privileges shall be governed by all applicable rules and procedures which are generally applicable at the time the Travel Privileges are used, except as expressly modified in this 2009 Plan. Travel Privileges may be used for pleasure, vacation, or personal emergency, but may not be used for any type of business or professional activity. Any violation of the rules governing non-revenue and reduced rate travel may result in the suspension or termination of all Travel Privileges for the Participant and/or his family members (or friends and family travelers).

(C) Family status changes (such as marriage, divorce, adoption or birth of child) that occur during the Severance Period must be reported to the Delta Employee Service Center (or corresponding Affiliate administrator) within 30 days of the status change. Failure to do so will result in the ineligibility of the new family member for Travel Privileges described under this 2009 Plan.

(D) This section shall not create any contractual rights, and the Travel Privileges provided pursuant to this provision shall remain subject to Delta’s right to apply all applicable rules as they exist from time to time and to modify or terminate such privileges at any time, including after termination of employment, in its sole discretion.

(E) If a Participant has contractual rights to travel privileges that are provided in another agreement that are different or not as favorable as the Travel Privileges provided under this section, such Participant shall also be eligible for the Travel Privileges granted hereunder, but shall have no contractual rights to such different or more favorable Travel Privileges. In that case, the reservation of rights in (D) above shall apply only to the Travel Privileges that are provided under this section, and not to any other contractual travel privileges the Participant may have. A Participant that has separately granted contractual rights may use his contractually granted rights or the Travel Privileges granted under the 2009 Plan, but not both. For example, if under both the 2009 Plan and any contractual agreement, the Participant is eligible under each for an allowance of $10,000, the Participant may use one such allowance of $10,000, and the two allowances cannot be combined into a total allowance of $20,000.

 

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(c) Career Transition Services . Participants are eligible to receive career transition services valued at up to $5,000 at a career transition services firm chosen by Delta. Delta shall pay such firm directly for such services. The career transition services may include seminars, job search work teams, productivity clinic, resumé preparation, assessments, resource library, on-line database, job lead development, individual counseling, administrative support, computer lab, and workspace phone/fax. The eligibility to receive these services will expire upon the first of (x) the Participant becoming employed; (y) the expiration of the Severance Period; or (z) the last day of the second year following the taxable year in which the Participant separated from service for purposes of Section 409A of the Code.

(d) Financial Planning Services . Participants are eligible for continuation of the financial planning services for which they are eligible at the time of their separation from Delta. A Participant shall be reimbursed for any covered expenses; Delta shall not provide direct payments to the vendor for such services. The eligibility to receive such reimbursement will expire at the conclusion of the calendar year in which the Participant separates from Delta, even if that occurs during the Severance Period. All reimbursements for such services must be made by the end of the third year following the taxable year in which the Participant separated from service for purposes of Section 409A of the Code.

(e) Gross-Up Payment

(i) Gross-Up Payments . In the event that a Participant becom


 
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