Exhibit 10.14
DELTA AIR LINES,
INC.
OFFICER AND DIRECTOR SEVERANCE
PLAN
As Amended and Restated as of
January 2, 2009
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.
(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.
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3.
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TERMINATION
OF EMPLOYMENT AND ELIGIBILITY
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(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.
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4.
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DESCRIPTION OF SPECIFIC
BENEFITS
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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)
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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).
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(B)
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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.
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(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