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EXHIBIT 10.10
1989 STOCK INCENTIVE PLAN
OF
DELTA AIR LINES, INC.
As Amended Through January 26, 1995
SECTION 1. Purpose; Definitions.
The purpose of this plan, which shall be known as the "1989 Stock Incentive
Plan of Delta Air Lines, Inc." (the "Plan"), is to promote the interests of
Delta Air Lines, Inc. (the "Company") by attracting and retaining in its
employment persons of outstanding ability, and to provide present and future
officers and key employees of the Company, or any of its present or future
Subsidiaries, greater incentive to make material contributions to the success
of the Company by increasing their proprietary interest in the welfare and
success of the Company through increased direct stock ownership and other
incentives related to the value of the stock, all to the benefit of the Company
and its shareholders.
For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "Board" or "Board of Directors" means the Board of Directors of the
Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.
(c) "Committee" means the Committee referred to in Section 2 of the Plan.
If at any time no Committee shall be designated, then the functions of
the Committee specified in the Plan shall be exercised by the Board.
(d) "Company" means Delta Air Lines, Inc., a corporation organized under
the laws of the State of Delaware, or any successor corporation.
(e) "Disability" means disability as determined under the disability plan
of the Company or Subsidiary applicable to the Participant.
(f) "Disinterested Person" shall have the meaning set forth in Rule
16b-3(d)(3) as promulgated by the Securities and Exchange Commission
under the Exchange Act, or any successor definition adopted by the
Commission.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(h) "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.
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(i) "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section
422 of the Code.
(j) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
(k) "Other Stock-Based Award" means an award under Section 8 below of
Stock or that is valued in whole or in part by reference to, or is
otherwise based on, Stock.
(1) "Option Price" means the price specified in Section 5 below.
(m) "Participant" means the recipient of an award under the Plan.
(n) "Plan" means the 1989 Stock Incentive Plan of Delta Air Lines, Inc.,
as amended from time to time.
(o) "Restricted Stock" means Stock granted under an award pursuant to
Section 7 below which is subject to the restrictions specified therein.
(p) "Retirement" means retirement from active employment with the Company
or any Subsidiary pursuant to the retirement or pension plan of such
entity applicable to the Participant.
(q) "Stock" means the Common Stock, $3.00 par value, of the Company.
(r) "Stock Appreciation Right" means a right granted under an award
pursuant to Section 6 below to receive an amount equal to the excess of
the Fair Market Value of the shares of Stock covered by such right over
the Option Price applicable to such shares, as specified in Section 6
below.
(s) "Stock Option" or "Option" means any option to purchase shares of
Stock granted pursuant to Section 5 below.
(t) "Subsidiary" means any corporation (other than the Company) in which
the Company or a Subsidiary of the Company owns 50% or more of the total
combined voting power of all classes of stock.
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 three members of
the Board. All the members of the Committee shall be Disinterested Persons.
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
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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, officers and employees of the Company,
the Participants and their respective successors in interest.
Except as provided in the Plan, the Committee may make awards under Sections 5,
6, 7 and 8 of this Plan either alone or in such combinations as it deems
appropriate, and awards need not be the same with respect to each Participant.
When granting Stock Options under Section 5 of this Plan, the Committee shall
designate the Stock Option as either an Incentive Stock Option or a
Non-Qualified Stock Option. The Committee shall also designate whether the
Stock Option is granted with Stock Appreciation Rights.
SECTION 3. Stock Subject to Plan.
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 6,000,000, subject to adjustment as provided in this
Section. Stock issued under the Plan may be either authorized and unissued
shares or treasury shares.
To the extent that any award under the Plan, or any portion thereof, is settled
in cash rather than in shares of Stock, the number of shares of Stock subject
to such award, less the number of shares of Stock issued, if any, in connection
with such settlement, shall again be available for distribution in connection
with future awards under the Plan. Subject to Section 6(d) below, 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, or if any shares of
Stock subject to a Restricted Stock award or Other Stock-Based Award are
forfeited or any such award otherwise terminates, in whole or part, without a
payment being made to the Participant in the form of Stock, the shares of Stock
previously subject to such Option or award 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 issuance under the Plan, in the number
and Option Price of shares subject to outstanding Options or Stock Appreciation
Rights granted under the Plan, and in the number of shares subject to other
outstanding awards granted under the Plan, provided that the number of shares
subject to any award shall always be a whole number.
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SECTION 4. Eligibility.
Officers and other key employees of the Company and its Subsidiaries who are
responsible for or contribute to the management, growth and/or profitability of
the Company and/or its Subsidiaries, as determined by the Committee, are
eligible to be granted awards under the Plan.
SECTION 5. Stock Options.
Award Limitation
The number of shares of Stock subject to Stock Options that may be awarded to a
Participant under the Plan shall not exceed ten percent of the maximum total
number of shares of Stock reserved for distribution under Section 3 of the
Plan.
Grant
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom Stock Options shall 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. The Committee shall have the
authority to grant both Incentive Stock Options and Non-Qualified Stock
Options. In the case of Incentive Stock Options, the terms and conditions of
such grants shall be subject to and comply with the requirements of Section 422
of the Code, as from time to time amended, and any implementing regulations.
Each such award shall be confirmed by an agreement executed by the Committee
and the Participant, which agreement shall contain such provisions as the
Committee determines to be necessary or appropriate to carry out the intent of
this Plan with respect to such award. Each such agreement shall provide that
the Option (and any related Stock Appreciation Right) is not transferable by
the Participant otherwise than by will, by the laws of descent and
distribution, or by a written designation referred to in Section 10(c) 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 if a Participant dies prior
to one (1) year after the date of grant the one (1) year limitation shall not
apply and the Option may be exercised as provided in Section 10 hereof.
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The Option Price of each share as to which an Option is exercised shall be paid
in full at the time 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.
Incentive Stock Options
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised,
so as to disqualify the Plan under Section 422 of the Code, or, without the
consent of the Participant(s) affected, to disqualify any Incentive Stock
Option under such Section 422.
To the extent permitted under Section 422 of the Code or the applicable
regulations thereunder or any applicable Internal Revenue Service
pronouncement, and subject to such terms and conditions as the Committee shall
prescribe, any Incentive Stock Option that does not continue to comply with the
requirements of the Code shall be treated as a Non-Qualified Stock Option.
SECTION 6. Stock Appreciation Rights.
Grant
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons who shall receive Stock
Appreciation Rights and the number of shares of Stock with respect to which
each Stock Appreciation Right is granted. Stock Appreciation Rights may be
granted only in conjunction with Stock Options granted under the Plan. Whenever
Stock Appreciation Rights are granted, they shall be provided for in the
agreement referred to in Section 5 above, or an amendment thereto.
A Stock Appreciation Right or applicable portion thereof granted in conjunction
with a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, and a Stock Option or
applicable portion thereof granted in conjunction with a Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or
exercise of the related Stock Appreciation Right.
Terms and Conditions
Stock Appreciation Rights shall be exercisable in accordance with procedures
established by the Committee and shall be subject to such terms and conditions,
not inconsistent with the provisions of the Plan, as shall be determined from
time to time by the Committee, in addition to the following:
(a) Stock Appreciation Rights shall be exercisable only at such time or times
and to the extent that the Stock Options to which they relate shall be
exercisable in accordance with the provisions of Section 5 of the Plan. The
exercise of Stock Appreciation Rights by Participants who are subject to
Section 16(b) of the Exchange Act shall comply with Rule 16b-3 (or any
successor rule)
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thereunder, to the extent applicable; provided, however, that
the Committee, in its sole discretion, may require the exercise of Stock
Appreciation Rights by any Participant to comply with the requirements of Rule
16b-3 (or any successor rule).
(b) Upon the exercise of a Stock Appreciation Right, a Participant shall be
entitled to receive an amount in cash or shares of Stock or a combination
thereof, as determined by the Committee, equal in value to the excess of the
Fair Market Value of one share of Stock over the Option Price per share
specified in the related Stock Option multiplied by the number of shares in
respect of which the Stock Appreciation Right shall have been exercised. The
Fair Market Value used to determine the amount payable (and the number of
shares payable to the extent that the payment is in the form of Stock) shall be
the Fair Market Value on the last trading day preceding the date of exercise of
the Stock Appreciation Right or, if so specified by the Committee, the highest
Fair Market Value during the applicable period referred to in Rule
16b-3(e)(3)(iii) (or any successor rule) under the Exchange Act in which the
Stock Appreciation Right is exercised.
(c) Stock Appreciation Rights shall be transferable only when and to the extent
that the related Stock Option would be transferable under Section 5 of the
Plan.
(d) Upon the exercise of a Stock Appreciation Right, the Stock Option or part
thereof to which such Stock Appreciation Right is related shall be deemed to
have been exercised for the purpose of the limitation set forth in Section 3 of
the Plan on the number of shares of Stock to be issued under the Plan, but only
to the extent of the number of shares actually issued, if any, upon the
exercise of the Stock Appreciation Right.
SECTION 7. Restricted Stock.
Grant
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient of Restricted Stock,
the time or times within which such awards may be subject to forfeiture, and
all other terms and conditions of the awards.
The Committee may condition the grant of Restricted Stock upon the attainment
of specified performance goals or such other factors as the Committee may
determine, in its sole discretion.
Each Restricted Stock award shall be confirmed by an agreement executed by the
Committee and the Participant, which agreement shall contain such provisions as
the Committee determines to be necessary or appropriate to carry out the intent
of this Plan with respect to such award.
Each Participant receiving a Restricted Stock award shall be issued a Stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award.
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The Committee shall require that Stock certificates evidencing such shares be
held by the Company until the restrictions thereon shall have lapsed, and that,
as a condition of any Restricted Stock award, the Participant shall have
delivered to the Company a stock power, endorsed in blank, relating to the
Stock covered by such award.
Restrictions and Conditions
The shares of Restricted Stock awarded pursuant to this Section 7 shall be
subject to the following restrictions and conditions:
(a) During a period set by the Committee commencing with the date of such award
(the "Restriction Period"), the Participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the Plan.
Within these limits, the Committee, in its sole discretion, may provide for the
lapse of such restrictions in installments and may accelerate or waive such
restrictions in whole or in part, based on service, performance and/or such
other factors or criteria as the Committee may determine.
(b) Except as provided in this paragraph (b) and paragraph (a) above, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a shareholder of the Company, including the right to vote the
shares, and the right to receive any cash dividends. The Committee, in its sole
discretion, as determined at the time of award, may provide that the payment of
cash dividends shall or may be deferred and, if the Committee so determines,
reinvested in additional shares of Stock or Restricted Stock to the extent
shares are available under Section 3, or otherwise reinvested. Pursuant to
Section 3 above, Stock dividends issued with respect to Restricted Stock shall
be treated as additional shares of Restricted Stock that are subject to the
same restrictions and other terms and conditions that apply to the shares with
respect to which such dividends are issued.
(c) Upon termination of a Participant's employment with the Company or any
Subsidiary for any reason during the Restriction Period, all shares still
subject to restriction will vest, or be forfeited, in accordance with the terms
and conditions established by the Committee in the award agreement.
(d) If and when the Restriction Period expires without a prior forfeiture of
the Restricted Stock subject to such Restriction Period, certificates for an
appropriate number of unrestricted shares of Stock shall be delivered promptly
to the Participant, and the certificates for the shares of Restricted Stock
shall be cancelled.
SECTION 8. Other Stock-Based Awards.
Grant
Other awards of Stock and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Stock ("Other Stock-Based Awards"),
may be granted either alone or in addition to or in conjunction with other
awards under this Plan. Awards under this section may include, but are not
limited to, the grant of Stock upon the continued employment of a Participant
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for a specified period of time, the payment of cash based upon the performance
of the Stock, or the grant of securities convertible into Stock.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom and the time or times at
which such awards shall be made, the number of shares of Stock or other
securities, if any, to be granted pursuant to such awards, and all other
conditions of the awards. Any such award shall be subject to an agreement
between the Company and the Participant.
Each Other Stock-Based Award shall be confirmed by an agreement executed by the
Committee and the Participant, which agreement shall contain such provisions as
the Committee determines to be necessary or appropriate to carry out the intent
of this Plan with respect to such award.
Terms and Conditions
In addition to the terms and conditions specified in the award agreement, Other
Stock-Based Awards made pursuant to this Section 8 shall be subject to the
following:
(a) Any shares of Stock subject to awards made under this Section 8 may not be
sold, assigned, transferred, pledged or otherwise encumbered prior to the date
on which the shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses.
(b) If specified by the Committee in the award agreement, the recipient of an
award under this Section 8 shall be entitled to receive, currently or on a
deferred basis, interest or dividends or dividend equivalents with respect to
the Stock or other securities covered by the award, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in
additional Stock or otherwise reinvested.
(c) The award agreement with respect to any Other Stock-Based Award shall
contain provisions dealing with the disposition of such award in the event of a
termination of the Participant's employment prior to the exercise, realization
or payment of such award, whether such termination occurs because of
Retirement, Disability, death or other reason, with such provisions to take
account of the specific nature and purpose of the award.
SECTION 9. Change in Control.
In order to maintain the Participants' rights in the event of a "Change in
Control" of the Company, as hereinafter defined, the Committee, in its sole
discretion, may, either at the time an Award is made hereunder or at any time
prior to, or simultaneously with, a Change in Control (i) provide for the
acceleration of any time periods relating to the exercise or realization of
such Awards so that such Awards may be exercised or realized in full on or
before a date fixed by the Committee; (ii) provide for the purchase of such
Awards, upon the Participant's request, for an amount of cash equal to the
amount which could have been attained upon the exercise or realization of such
Awards had such Awards been currently exercisable or payable; (iii) make such
adjustment to the Awards then outstanding as the Committee deems appropriate to
reflect such transaction or change; or (iv) with the approval of and through
the Board of Directors, cause the Awards then outstanding to be assumed, or new
Awards substituted therefor, by the surviving
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corporation in such change. The Committee may, in its discretion, include such
further provisions and limitations with respect to a Change in Control in any
agreement entered into pursuant to this Plan as it may deem appropriate and in
the best interests of the Company. A "Change in Control" shall be deemed to
have occurred (i) fifteen (15) days after public announcement that any person,
entity or group, without prior approval of the Board of Directors, has
acquired, either directly or indirectly, beneficial ownership of securities
representing twenty percent (20%) or more of the total votes that could be cast
by the holders of all of the Company's outstanding securities entitled to vote
in elections of directors; or (ii) when individuals currently constituting the
Board of Directors (or the successors of such individuals nominated by a Board
of Directors on which such individuals or such successors constituted a
majority) cease to constitute a majority of the Board of Directors.
SECTION 10. Termination of Employment, Retirement, Disability, Death and
Voluntary Demotion.
Except as provided in award agreements under Sections 7 or 8, the following
shall apply:
(a) If a Participant's employment shall be terminated by the Company or a
Subsidiary, or if a Participant resigns from employment with the Company or a
Subsidiary, the Stock Options or Stock Appreciation Rights held by such
Participant shall be forfeited unless the Committee authorizes the exercise of
such Stock Options or Stock Appreciation Rights, provided that any such
exercise shall be permissible only for a period of up to four (4) months
following such termination or resignation and only if such exercise is
otherwise permissible under the Plan and the applicable award agreement.
(b) With respect to awards made prior to October 28, 1993, a Participant whose
employment is terminated because of his Retirement or Disability shall be
treated as though he remains in active employment, unless the applicable award
agreement is amended to shorten the exercise period following Retirement or
Disability. With respect to awards made on or after October 28, 1993, a
Participant whose employment is terminated because of his Retirement or
Disability may exercise his outstanding Stock Options or Stock Appreciation
Rights only during the shorter of the exercise period remaining under the
applicable award agreement or the three years after such Retirement or
Disability. In the case of an exercise under either of the two preceding
sentences, such exercise must otherwise comply with the Plan and the applicable
award agreement. Notwithstanding the preceding sentences, however, if a
Participant's employment is terminated because of Retirement prior to his
normal retirement date (as determined under the retirement or pension plan of
the Company or Subsidiary applicable to the Participant) and, within two years
after such early Retirement and without the Committee's approval, such
Participant is employed or retained by any air carrier or organization which
the Committee determines is in direct and substantial competition with the
Company or any of its affiliates, then such Participant shall (i) immediately
forfeit any Stock Options and Stock Appreciation Rights held by him; and (ii)
within 30 days after the Committee makes a determination hereunder, repay the
Company in cash an amount equal to the amount realized in cash and/or stock at
the time of exercise of any Stock Options or Stock Appreciation Rights
exercised by such Participant after such early Retirement.
(c) With respect to awards made prior to October 28, 1993, in the event of the
death of a Participant while employed by the Company or a Subsidiary or while
covered by Section 10(b)
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above, such Participant's Stock Options or Stock Appreciation Rights may only
be exercised within one year after the Participant's death, unless the
applicable award agreement is amended to provide a maximum exercise period of
up to three years as described in the next sentence. With respect to awards
made on or after October 28, 1993, in the event of the death of a Participant
while employed by the Company or a Subsidiary, such Participant's Stock Options
or Stock Appreciation Rights may be exercised only within the shorter of the
exercise period remaining under the applicable award agreement or the three
years after the Participant's death. In the case of an exercise under either
of the two preceding sentences, such exercise may be made by the person or
persons named in a written designation by the Participant delivered to and
approved by 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.
(d) In the event that prior to or after the time that a Stock Option or Stock
Appreciation Right first becomes exercisable, a Participant either voluntarily
suggests and later accepts a demotion, or is involuntarily demoted, to a job
involving lesser responsibilities than those of the job held by the Participant
at the time of an award hereunder, the Committee may in its sole discretion,
not later than six months from the date of the demotion, revoke or modify such
award in any manner as it deems appropriate under the circumstances. The
Committee shall determine in its sole discretion what constitutes a demotion to
a job involving lesser responsibilities for purposes of this Section 10(d).
(e) Notwithstanding anything in Section 10(a)-(d) above to the contrary, if a
Participant resigns from employment with the Company and coincident with such
resignation becomes an employee of WORLDSPAN L.P. ("WORLDSPAN") or of the
Delta/AT&T Global Information Solutions Joint Venture (the "Joint Venture"),
such Participant shall be treated as though he remains in active employment
with the Company with respect to Stock Options and Stock Appreciation Rights
outstanding at the time of such resignation; provided, however, that, after
becoming an employee of WORLDSPAN or the Joint Venture coincident with his
resignation from the Company:
(i) If a Participant's employment is terminated by WORLDSPAN or the Joint
Venture, or if a Participant resigns from employment with WORLDSPAN or
the Joint Venture (other than if such Participant becomes an employee of
the Company or a Subsidiary coincident with his resignation from
WORLDSPAN or the Joint Venture), the Stock Options or Stock Appreciation
Rights held by such Participant shall be forfeited unless the Committee
authorizes the exercise of such Stock Options or Stock Appreciation
Rights, provided that any such exercise shall be permissible only for a
period of up to four (4) months following such termination or resignation
and only if such exercise is otherwise permissible under the Plan and the
applicable award agreement; and provided further that if a Participant
resigns from WORLDSPAN or the Joint Venture and coincident with such
resignation becomes an employee of the Company or a Subsidiary, such
Participant shall, subject to Sections 10(a)-(d) above, be treated as in
active employment with the Company.
(ii) If a Participant's employment with WORLDSPAN or the Joint Venture is
terminated because of his retirement or disability under WORLDSPAN's or
the Joint Venture's
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retirement or disability plan applicable to such Participant, such
Participant's Stock Options or Stock Appreciation Rights may only be
exercised during the shorter of the exercise period remaining under the
applicable award agreement or the three years after such retirement or
disability; provided, however, that such exercise must otherwise comply
with the Plan and the applicable award agreement. Notwithstanding the
preceding sentence, however, if a Participant's employment is terminated
because of retirement prior to his normal retirement date (as determined
under WORLDSPAN's or the Joint Venture's retirement or pension plan
applicable to the Participant) and, within two years after such early
retirement and without the Committee's approval, such Participant is
employed or retained by any air carrier or organization which the
Committee determines is in direct and substantial competition with the
Company or any of its affiliates, then such Participant shall (i)
immediately forfeit any Stock Options and Stock Appreciation Rights held
by him; and (ii) within 30 days after the Committee makes a determination
hereunder, repay the Company in cash an amount equal to the amount
realized in cash and/or stock at the time of exercise of any Stock
Options or Stock Appreciation Rights exercised by such
Participant after such early retirement.
(iii) If a Participant dies while employed by WORLDSPAN or the Joint
Venture or while covered by Section 10(e)(ii) above, such Participant's
Stock Options or Stock Appreciation Rights may only be exercised within
the shorter of the exercise period remaining under the applicable award
agreement or the three years after the Participant's death by the person
or persons named in a written designation by the Participant delivered to
and approved by 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.
(iv) If prior to the time that a Stock Option or Stock Appreciation Right
is exercisable, a Participant voluntarily suggests and later accepts a
demotion to a job involving lesser responsibilities than those of the job
held by the Participant at the time of first becoming an employee of
WORLDSPAN or the Joint Venture, the Committee in its sole discretion may
revoke or modify such award as it deems appropriate under the
circumstances.
SECTION 11. Amendments and Termination.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of a
Participant under a Stock Option, Stock Appreciation Right, Restricted Stock
award, or Other Stock-Based Award theretofore granted, without the
Participant's consent, or which, without the approval of the Company's
stockholders, would cause the Plan not to continue to comply with Rule 16b-3
under the Exchange Act, or any successor to such Rule.
The Committee may amend the terms of any Stock Option or other award
theretofore granted, including but not limited to extending the time during
which awards granted prior to October 28, 1993 may be exercised to the full
period of time permitted by the Plan; provided, however, that,
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subject to Section 3 above, no such amendment shall impair the rights of any
Participant without the Participant's consent, except as provided in Section
10(d) above.
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 12. General Provisions.
(a) The Committee may require each person purchasing shares pursuant to a Stock
Option, Stock Appreciation Right or other award under the Plan 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
stockholders of Stock covered by an award 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 stockholder 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 upon any employee of the Company
or any Subsidiary any right to continued employment with the Company or a
Subsidiary, as the case may be, nor shall it interfere in any way with the
right of the Company or a Subsidiary to terminate the employment of any of its
employees at any time.
(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 any award under the Plan, the Participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the payment of, any
Federal, state, or local 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 and its
Subsidiaries 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) The Plan and all awards made and actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of Georgia.
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(f) 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.
SECTION 13. Effective Date of Plan.
The Plan shall be effective as of January 1, 1989, subject to the approval of
the Plan by the affirmative votes of the holders of a majority of the Stock
present and entitled to vote at the 1988 annual meeting of stockholders. Any
grants made under the Plan prior to such approval shall be effective when made
(unless otherwise specified by the Committee at the time of grant), but shall
be conditioned on, and subject to, such approval of the Plan by such
stockholders.
SECTION 14. Term of Plan.
No Stock Option, Stock Appreciation Right, Restricted Stock award or Other
Stock-Based Award 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.
NOTE: The foregoing is the original 1989 Stock Incentive Plan as adopted by
Delta Air Lines' Board of Directors on July 28, 1988, for effectiveness on
January 1, 1989, and as amended April 26, 1990, January 24, 1991, July 22,
1993, October 28, 1993, October 27, 1994 and January 26, 1995.
/s/ Robert S. Harkey
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Robert S. Harkey
Senior Vice President - General Counsel
& Secretary
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