EXHIBIT 10
DELTA AIR LINES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
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SECTION 1. Purpose; Definitions.
The purpose of the "Delta Air Lines, Inc. Non-employee Directors' Stock Option
Plan" (the "Plan") is to assist Delta Air Lines, Inc. (the "Company") in
attracting and retaining persons of outstanding ability to serve on the Board of
Directors, and to strengthen the alignment of interests between the Board and
the Company's shareowners.
For purposes of the Plan, the following terms shall be defined as set forth
below:
"Affiliate" and "Associate" have the respective meanings accorded to such
terms in Rule 12b-2 under the Exchange Act as in effect on October 22,
1998.
"Beneficial Ownership". A Person shall be deemed the "Beneficial Owner"
of, and shall be deemed to "beneficially own," securities pursuant to Rule
13d-3 under the Exchange Act as in effect on October 22, 1998.
"Board" or "Board of Directors" means the Board of Directors of the
Company.
"Change in Control" means, and shall be deemed to have occurred upon, the
first to occur of any of the following events:
(a) Any Person (other than an Excluded Person) acquires, together
with all Affiliates and Associates of such Person, Beneficial Ownership
of securities representing 20% or more of the combined voting power of
the Voting Stock then outstanding, unless such Person acquires
Beneficial Ownership of 20% or more of the combined voting power of the
Voting Stock then outstanding solely as a result of an acquisition of
Voting Stock by the Company which, by reducing the Voting Stock
outstanding, increases the proportionate Voting Stock beneficially
owned by such Person (together with all Affiliates and Associates of
such Person) to 20% or more of the combined voting power of the Voting
Stock then outstanding; provided, that if a Person shall become the
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Beneficial Owner of 20% or more of the combined voting power of
the Voting Stock then outstanding by reason of such Voting Stock
acquisition by the Company and shall thereafter become the Beneficial
Owner of any additional Voting Stock which causes the proportionate
voting power of Voting Stock beneficially owned by such Person to
increase to 20% or more of the combined voting power of the Voting
Stock then outstanding, such Person shall, upon becoming the Beneficial
Owner of such additional Voting Stock, be deemed to have become the
Beneficial Owner of 20% or more of the combined voting power of the
Voting Stock then outstanding other than solely as a result of such
Voting Stock acquisition by the Company;
(b) During any period of two consecutive years (not including any
period prior to October 22, 1998), individuals who at the beginning of
such period constitute the Board
(and any new Director, whose election by the Board or nomination for
election by the Company's shareowners was approved by a vote of at
least two-thirds of the Directors then still in office who either were
Directors at the beginning of the period or whose election or
nomination for election was so approved), cease for any reason to
constitute a majority of Directors then constituting the Board;
(c) A reorganization, merger or consolidation of the Company is
consummated, in each case, unless, immediately following such
reorganization, merger or consolidation, (i) more than 50% of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation
and the combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners of the Voting Stock outstanding immediately prior to
such reorganization, merger or consolidation, (ii) no Person (but
excluding for this purpose any Excluded Person and any Person
beneficially owning, immediately prior to such reorganization, merger
or consolidation, directly or indirectly, 20% or more of the voting
power of the outstanding Voting Stock) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (iii) at least a majority of
the members of the board of directors of the corporation resulting from
such reorganization, merger or consolidation were members of the Board
at the time of the execution of the initial agreement providing for
such reorganization, merger or consolidation; or
(d) The shareowners of the Company approve (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to any corporation with respect to which, immediately
following such sale or other disposition, (A) more than 50% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners of the Voting Stock outstanding
immediately prior to such sale or other disposition of assets, (B) no
Person (but excluding for this purpose any Excluded Person and any
Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the voting power of
the outstanding Voting Stock) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares
of common stock of such corporation or the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (C) at least a majority of
the members of the board of directors of such corporation were members
of the Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.
Notwithstanding the foregoing, in no event shall a Change in Control be
deemed to have occurred (i) as a result of the formation of a Holding
Company, or (ii) with respect to a Participant, if Participant is part of a
"group," within the meaning of Section 13(d)(3) of the
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Exchange Act as in effect on October 22, 1998, which consummates the Change
in Control transaction. In addition, for purposes of the definition of
Change in Control a Person engaged in business as an underwriter of
securities shall not be deemed to be the Beneficial Owner of, or to
"beneficially own," any securities acquired through such Person's
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
"Committee" means the Committee referred to in Section 2 of the Plan. The
functions of the Committee specified in the Plan may be exercised by the
Board at any time.
"Disability" means a physical or mental condition that prevents the
Participant from performing his duties as a member of the Board for a
period expected to exceed six consecutive months.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto.
"Excluded Person" means (i) the Company; (ii) any of the Company's
Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of
the Company, any of its Subsidiaries or a Holding Company; or (v) any
Person organized, appointed or established by the Company, any of its
Subsidiaries or a Holding Company for or pursuant to the terms of any plan
described in clause (iv).
"Fair Market Value" means, as of any given date, the opening or closing
price, as determined by the Committee, of the Stock on the New York Stock
Exchange or, if no sale of Stock occurs on the New York Stock Exchange on
such date, the opening or closing price, as determined by the Committee, of
the Stock on said exchange on the last preceding day on which such sale
occurred.
"Holding Company" means an entity that becomes a holding company for the
Company or its businesses as a part of any reorganization, merger,
consolidation or other transaction, provided that the outstanding shares of
common stock of such entity and the combined voting power of the then
outstanding voting securities of such entity entitled to vote generally in
the election of directors is, immediately after such reorganization,
merger, consolidation or other transaction, beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Voting Stock outstanding
immediately prior to such reorganization, merger, consolidation or other
transaction in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, consolidation or other
transaction, of such outstanding Voting Stock.
"Non-employee Director" means a person who, as of any applicable date, is a
member of the Board of Directors and is not an officer or employee of the
Company or any of its Subsidiaries.
"Non-Qualified Stock Option" means a Stock Option granted under Section 5
below which is not intended to be an incentive stock option within the
meaning of Code Section 422.
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"Option Price" means the price specified in Section 5 below.
"Participant" means the recipient of an award under the Plan.
"Person" means an individual, corporation, partnership, association, trust
or any other entity or organization.
"Retirement" means retirement from the Board of Directors in accordance
with the retirement policy then applicable to Board members, as determined
by the Board from time to time.
"Stock" means the Company's common stock, par value $1.50 per share, except
that, prior to the close of business on November 2, 1998, Stock means the
Company's common stock, par value $3.00 per share.
"Stock Option" or "Option" means any Non-Qualified Stock Option to purchase
shares of Stock granted pursuant to Section 5 below.
"Subsidiary" of any Person means any other Person of which securities or
other ownership interests having voting power to elect a majority of the
board of directors or other Persons performing similar functions are at the
time directly or indirectly owned by such Person.
"Voting Stock" means securities of the Company entitled to vote generally
in the election of members of the Board.
SECTION 2. Administration.
The Plan shall be administered by a Committee of the Board of Directors,
designated by the Board and to be comprised of not less than two members of the
Board. Each director, while serving as a member of the Committee, shall be
considered to be acting in his capacity as a director of the Company. Members of
the Committee shall be appointed from time to time for such terms as the Board
shall determine, and may be removed by the Board at any time with or without
cause. Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to construe and interpret the Plan, to establish, amend and
rescind appropriate rules and regulations relating to the Plan, to determine the
persons to whom and the time or times at which to grant awards thereunder, to
administer the Plan, and to take all such steps and make all such determinations
in connection with the Plan and the awards granted thereunder as it may deem
necessary or advisable to carry out the provisions and intent of the Plan. All
determinations of the Committee shall be by a majority of its members, and its
determinations shall be final and conclusive for all purposes and upon all
persons, including but without limitation, the Company, the Committee, the
directors of the Company, the Participants and their respective successors in
interest.
SECTION 3. Stock Subject to Plan.
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 250,000, subject to adjustment as provided in this
Section. Stock distributed under the Plan shall be treasury shares.
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If any shares of Stock subject to a Stock Option cease to be subject to such
Option for any reason other than the exercise of such Option, the shares of
Stock previously subject to such Option shall again be available for
distribution in connection with future awards under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
Stock dividend, Stock split or other change in corporate structure affecting the
Stock, the Committee, in its sole discretion, shall make such modifications,
substitutions or adjustments as it deems necessary to reflect such change so as
to prevent the deletion or enlargement of rights, including but not limited to,
modifications, substitutions, or adjustments in the aggregate number of shares
reserved for distribution under the Plan, in the number and Option Price of
shares subject to outstanding Options granted under the Plan, and in any
limitation on the aggregate number of awards which may be granted under the
Plan, provided that the number of shares subject to any award shall always be a
whole number.
SECTION 4. Eligibility.
Only Non-employee Directors are eligible to be granted Stock Options under the
Plan.
SECTION 5. Stock Options.
Grant
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom Stock Options may be
granted, the number of shares to be covered by each Stock Option and the
conditions and limitations, if any, in addition to those set forth in this
Section 5, applicable to such Stock Options. Each such award shall be confirmed
by an agreement executed by the Company and the Participant, which agreement
shall contain such provisions as the Committee determines to be necessary or
appropriate to carry out the intent of the Plan with respect to such award.
Unless otherwise determined by the Committee, each award agreement shall provide
that the Option is not transferable by the Participant otherwise than by will,
by the laws of descent and distribution, or by a written designation referred to
below in this Section 5 below, and is exercisable, during the Participant's
lifetime, only by such Participant.
Option Price
The Committee shall establish the Option Price at the time each Stock Option is
granted, which price shall not be less than 100% of the Fair Market Value of the
Stock on the date of grant. The Option Price shall be the price payable by the
Participant for a share of Stock upon the exercise of a Stock Option. The Option
Price shall be subject to adjustment in accordance with the provisions of
Section 3 hereof.
Exercise
The Committee shall determine when a Stock Option shall become exercisable, and
may provide that a Stock Option is exercisable in installments, provided that no
Stock Option shall be exercisable earlier than one (1) year or later than ten
(10) years after the date of grant, except that the one (1) year limitation
shall not apply: (a) if a Participant dies prior to one (1) year after the date
of grant; (b) if the Participant's membership on the Board of Directors
terminates for reasons other than death and the
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Committee decides in its sole discretion to waive the one (1) year limitation;
or (c) if there occurs a Change in Control.
The Option Price of each share as to which an Option is exercised shall be paid
in full at or before the time of settlement of such exercise. Such payment shall
be made in cash, or, subject to the consent of the Committee and to such
limitations as the Committee may impose, by tender of shares of unrestricted
Stock valued at Fair Market Value as of the date of exercise, or by a
combination of cash and shares of unrestricted Stock.
In the event of death of a Participant, such Participant's Stock Options may be
exercised by the person or persons named in a written designation by the
Participant delivered to the Committee, or if there is no such approved
designation, by the executor or administrator of the Participant's estate or
such other personal representative, legatee or devisee, as may be designated in
the Participant's last will and testament; provided, however, that such exercise
must otherwise comply with the Plan and the applicable award agreement.
SECTION 6. Change in Control.
Upon the occurrence of a Change in Control, all outstanding Stock Options shall
become immediately vested, exercisable and nonforfeitable, and shall remain
vested, exercisable and nonforfeitable during their remaining terms.
SECTION 7. Special Rules Regarding Stock Option Exercise Period.
Unless otherwise determined by the Committee, the following shall apply to
awards under Section 5 of the Plan:
(a) Termination of Board Membership Because of Retirement or Disability. If a
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Participant's membership on the Board of Directors terminates because of
Retirement or Disability, any Stock Option held by the Participant (whether or
not exercisable immediately prior to such termination of Board membership) may
be exercised, in whole or in part, to the extent not previously exercised, only
during the period (i) beginning on the later of (A) one year after the date of
grant of such Stock Option or (B) the date of termination of Board membership
due to Retirement or Disability; and (ii) ending on and including the earlier of
(A) the last day of the original exercise period remaining under the applicable
award agreement or (B) the third anniversary of the date of termination of Board
membership due to Retirement or Disability.
(b) Termination of Board Membership Because of Death. If a Participant's
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membership on the Board of Directors terminates because of death, any Stock
Option held by the Participant (whether or not exercisable immediately prior to
such termination of Board membership) may be exercised, in whole or in part, to
the extent not previously exercised, only during the period (i) beginning on the
date of death; and (ii) ending on and including the earlier of (A) the last day
of the original exercise period remaining under the applicable award agreement
or (B) the third anniversary of the date of death.
(c) Death After Termination of Board Membership Because of Retirement or
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Disability. If a Participant dies after the Participant's membership on the
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Board of Directors has terminated because of Retirement or Disability, any Stock
Option held by the Participant (whether or not then exercisable under Section
7(a) of the Plan) may be exercised, in whole or in part, to the extent not
previously
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exercised, only during the period (i) beginning on the date of death; and (ii)
ending on and including the earlier of (A) the last day of the original exercise
period remaining under the applicable award agreement or (B) the third
anniversary of the date of termination of Board membership due to Retirement or
Disability.
(d) Termination of Board Membership for Reasons Other than Retirement,
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Disability, Death or a Change in Control. If a Participant's membership on the
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Board of Directors terminates for any reason other than Retirement, Disability,
death or a Change in Control, the Stock Options held by such Participant, to the
extent not previously exercised, shall be forfeited at the time of such
termination of Board membership.
SECTION 8. Amendments and Termination.
The Board may amend, alter, or discontinue the Plan at any time, but no
amendment, alteration, or discontinuation shall be made which would impair the
rights of a Participant under a Stock Option theretofore granted, without the
Participant's consent, or which would cause the Plan not to continue to comply
with Rule 16b-3 under the Exchange Act, or any successor to such Rule.
Subject to the above provisions, the Board shall have broad authority to amend
the Plan to take into account changes in applicable securities and tax laws and
accounting rules, as well as other developments.
SECTION 9. General Provisions.
(a) The Committee may require each person purchasing shares pursuant to a Stock
Option to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof. The certificates
for such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
All certificates for shares of Stock or other securities delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate references to such restrictions. Except as
otherwise provided in the Plan, Participants shall have no rights as shareowners
of Stock covered by a Stock Option prior to the issuance of a Stock certificate
to such Participant.
(b) Nothing contained in this Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to shareowner approval if such
approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.
(c) The adoption of the Plan shall not confer any right on any person to
continue as a director of the Company, or interfere in any way with the right of
shareowners of the Company to elect or remove directors.
(d) No later than the date as of which an amount first becomes includible in the
gross income of the Participant for Federal income tax purposes with respect to
a Stock Option award under the Plan, the
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Participant shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any Federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Subject to
the consent of the Committee and to such limitations as the Committee may
impose, withholding obligations may be settled with Stock, including Stock that
is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditioned on such payment
or arrangements and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.
(e) Agreements with respect to awards pursuant to the Plan may contain, in
addition to terms and conditions prescribed in the Plan, such other terms and
conditions as the Committee may deem appropriate provided such terms and
conditions are not inconsistent with the provisions of the Plan.
(f) It is the Company's intent that the Plan comply in all respects with Rule
16b-3 under the Exchange Act, and any successor rule thereto.
(g) In the event any provision of the Plan shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.
(h) The Plan and all awards made and actions taken thereunder shall be governed
by the laws of the State of Georgia, without regard to the conflict of law
provisions of any state, and shall be construed accordingly.
SECTION 10. Effective Date and Term of Plan.
The Plan was originally adopted by the Board of Directors of the Company, and
became effective as of October 22, 1998.
No Stock Option shall be granted pursuant to the Plan on or after the tenth
anniversary of the Effective Date of the Plan, but awards granted prior to such
tenth anniversary may extend beyond that date.
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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
UNDER THE NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
October 22, 1998
[Name]
The Non-Employee Directors' Stock Option Plan (the "Plan") is intended
to assist Delta Air Lines, Inc. (the "Company") in attracting and retaining
persons of outstanding ability to serve on the Board of Directors, and to
strengthen the alignment of interests between the Board and the Company's
shareowners. You have been selected to receive an award of a Non-Qualified
Stock Option under the Plan, effective as of October 22, 1998.
In consideration of the mutual covenants herein contained and for
other good and valuable consideration, the Company and you, as a member of the
Board of Directors, hereby agree as follows:
1. Grant of Award; Acknowledgments; Capitalized Terms. The Company hereby
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grants to you a Non-Qualified Stock Option ("Stock Option") covering 1,000
shares (the "Option Shares") of Stock, as defined in the Plan, a copy of which
has been provided to you. This award is in all respects made subject to the
terms and conditions of the Plan and, in the event of any conflict between the
Plan and this Agreement, the Plan shall control. You acknowledge that you (a)
have had a full and adequate opportunity to read this Agreement and the Plan;
and (b) agree to all of the terms and conditions thereof for yourself, any
designated beneficiary and your heirs, executors, administrators or personal
representatives. Capitalized terms which are used but not defined in this
Agreement shall have the meanings set forth in the Plan.
2. Option Price. The Option Price of the Stock Option covered by this award
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shall be $98.1875, the closing price of the Stock on the New York Stock Exchange
on October 22, 1998, the date of this award.
3. Exercise Period - General Rule. Subject to the terms and conditions of the
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Plan and this Agreement, the Stock Option (a) shall become exercisable with
respect to 25% of the Option Shares on each of October 22, 1999, 2000, 2001 and
2002; and (b) shall be exercisable through and including October 21, 2008.
4. Special Rules Regarding Stock Option Exercise Period. The Stock Option
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exercise period set forth in Paragraph 3 of this Agreement is subject to the
following terms and conditions:
a. Termination of Board Membership Because of Retirement or Disability.
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If your Board membership terminates due to Retirement or Disability, the Stock
Option (whether or not then exercisable under Paragraph 3 of this Agreement) may
be exercised, in whole or in part, to the extent not previously exercised, only
during the period (i) beginning on the later of (A) October 22, 1999 or (B) the
date your Board membership terminates due to Retirement or
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Disability; and (ii) ending on and including the earlier of (A) October 21, 2008
or (B) the third anniversary of the date your Board membership terminates due to
Retirement or Disability.
b. Termination of Board Membership Because of Death. If your Board
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membership terminates because of death, the Stock Option (whether or not then
exercisable under Paragraph 3 of this Agreement) may be exercised, in whole or
in part, to the extent not previously exercised, only during the period (i)
beginning on the date of your death; and (ii) ending on and including the
earlier of (A) October 21, 2008 or (B) the third anniversary of the date of your
death.
c. Death After Termination of Board Membership Because of Retirement or
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Disability. If you die after your Board membership terminates due to Retirement
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or Disability, the Stock Option (whether or not then exercisable under Paragraph
4(a) of this Agreement) may be exercised, in whole or in part, to the extent not
previously exercised, only during the period (i) beginning on the date of your
death; and (ii) ending on and including the earlier of (A) October 21, 2008 or
(B) the third anniversary of the date your Board membership terminates due to
Retirement or Disability.
d. Termination of Board Membership for Reasons Other than Retirement,
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Disability, Death or a Change in Control. If your Board membership terminates
- ----------------------------------------
for any reason other than Retirement, Disability, death or a Change in Control,
the Stock Option (whether or not then exercisable under Paragraph 3 of this
Agreement), to the extent not previously exercised, shall be forfeited at the
time of such termination of Board membership.
5. Stock Option Exercise Procedures. Subject to the terms and conditions of
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the Plan and this Agreement, you (or, pursuant to Paragraph 7 of this Agreement,
a party acting on your behalf after your death) may exercise the Stock Option in
whole or, from time to time, in part by way of a written notice delivered to the
Corporate Secretary of the Company which includes the following: (i) your name,
mailing address and social security number and the date of the notice; (ii) the
number of shares of Stock with respect to which the Stock Option is being
exercised; (iii) the date of grant and the Option Price with respect to the
Stock Option being exercised; and (iv) the signature of you or a party acting on
your behalf after your death. Payment of the full purchase price of the shares
of Stock covered by the exercise shall be made in the manner prescribed by the
Committee from time to time. If the Committee, in its sole discretion, shall
determine that it is appropriate to do so, such payment may be made in whole or
in part by tender of shares of unrestricted Stock, as set forth in Section 5 of
the Plan, subject to such requirements or procedures as the Committee may
specify.
6. Tax Withholding. When the Stock Option is exercised, the Company shall make
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the appropriate calculations under the Plan and deliver to you, as soon as
practicable, a certificate or certificates representing the net number of shares
of Stock due to you pursuant to such exercise, calculated in accordance with
this paragraph. The Company shall withhold from the shares of Stock issued to
you a sufficient number of shares of Stock based on its fair market value on the
date of exercise to cover any amounts which the Company is required to withhold
to comply with withholding requirements of federal, state, local or foreign tax
laws, rules or regulations. The fair market value for purposes of the second
sentence of this paragraph shall be as determined by the Committee.
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7. Restrictions on Transferability. The Stock Option is not transferable
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otherwise than by will, by the laws of descent and distribution, or by a written
designation referred to in Section 5 of the Plan, and is exercisable during your
lifetime only by you. In the event that the Stock Option is to be exercised by
any person other than you, the written notice referred to in Paragraph 5 of this
Agreement shall be accompanied by appropriate proof of the right of such person
to exercise the Stock Option.
8. Federal Securities Law; Company Policies. You acknowledge that the federal
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securities laws and/or the Company's policies regarding trading in its
securities may limit or restrict your right to buy or sell shares of Stock,
including, without limitation, sales of Stock to exercise the Stock Option or
sales of Stock acquired pursuant to the exercise of the Stock Option. You agree
to comply with such federal securities law requirements and Company policies, as
such laws and policies are amended from time to time.
9. Miscellaneous
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a. Authority of the Committee. The Committee has the sole and
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complete authority to construe and interpret the Plan and this Agreement. All
determinations of the Committee shall be final and conclusive for all purposes
and upon all persons. The Committee shall be under no obligation to construe
this Agreement or treat the Stock Option in a manner consistent with the
treatment provided with respect to other Stock Options or Participants.
b. No Rights as Shareholder. You will not have any rights to
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dividends nor any other rights of a shareholder with respect to the Option
Shares until the Option Shares have been issued following a valid exercise of
the Stock Option.
c. Entire Agreement. This Agreement and the Plan constitute the
----------------
entire agreement between you and the Company with respect to the subject matter
hereof, and this Agreement may not be amended except by a writing signed by the
parties.
This Agreement has been prepared in duplicate. Please note your
acceptance in the space provided therefor and return one original to the
Corporate Secretary for the Company's records.
IN WITNESS WHEREOF, the Company and you have executed this Agreement,
all as of the date first written above.
DELTA AIR LINES, INC.
By
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PARTICIPANT
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