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EXHIBIT 10.12
DELTA AIR LINES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
(As Proposed to be Amended and Restated Through October 26, 1995)
SECTION 1. Purpose.
The purpose of the Delta Air Lines, Inc. Directors' Deferred Compensation Plan
(the "Plan") is to provide members of the Board of Directors (the "Board") of
Delta Air Lines, Inc. (the "Company") who are not employees of the Company
("Participants") with the opportunity to defer receipt of payment of their fees
for services as a Director.
SECTION 2. Administration.
The Plan shall be administered by a committee (the "Committee") of three or
more individuals appointed by the Board to administer the Plan. The members of
the Committee must be members of, and shall serve at the discretion of, the
Board. The Plan initially shall be administered by the Personnel, Compensation
& Nominating Committee of the Board.
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 administer
the Plan; and to take all such steps and make all such determinations in
connection with the Plan 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 Participants and their respective
successors in interest.
SECTION 3. Eligibility and Participation.
Participation in the Plan shall be limited to members of the Board who are not
employees of the Company.
A Participant may elect to defer receipt of all or a portion of his or her fees
for services as a member of the Board. These fees include, without limitation,
the annual retainer, the committee chairperson retainer and any meeting fees
for attendance at meetings of the Board and its committees (collectively, the
"Fees").
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SECTION 4. Deferral Election.
A Director of the Company who desires to defer receipt of payment of all or a
portion of his or her Fees must complete and deliver an Election Agreement,
substantially in the form attached hereto as Attachment A, to the Corporate
Secretary of the Company no later than December 31 prior to the calendar year
in which the Fees otherwise would be paid; provided, however, that any Director
hereafter elected to the Board who was not a Director on the preceding December
31 may make an election to defer payment of Fees not yet received for the
calendar year in which he or she is first elected to the Board by delivering an
Election Agreement to the Corporate Secretary of the Company within thirty (30)
days after such election. An Election Agreement, once timely delivered, shall
be effective for the succeeding calendar year (or the remainder of the current
calendar year in the case of a newly elected Director).
Any deferral elections made by a Director of the Company prior to October 26,
1995, shall remain in effect in accordance with the terms of such deferral
election agreement and the Directors' Deferred Compensation Plan in effect when
such elections were made.
A Participant's election to join the Plan shall be irrevocable; shall relate
solely to amounts earned after the filing of a deferral election with the
Corporate Secretary; and shall be made on the Election Agreement, as described
herein.
Participants shall make the following irrevocable elections on each Election
Agreement:
(a) The amount of Fees to be deferred;
(b) The length of the deferral period, pursuant to Section 5 herein;
(c) The investment return choice(s) with respect to deferred amounts,
pursuant to Section 6 herein; and
(d) The form of payment of deferred amounts following the end of the
deferral period, pursuant to Section 7 herein.
SECTION 5. Deferral Period.
Unless the Committee determines otherwise, the deferral period elected by each
Participant with respect to deferrals of Fees for any given year shall be at
least equal to one (1) year, and no more than ten (10) years, following the end
of the calendar year in which the Fees are earned. However, notwithstanding
the deferral periods elected by a Participant, payment of deferred amounts and
accrued investment return thereon shall be made to the Participant, or the
Participant's beneficiary designated pursuant to Section 8 herein, as the case
may be, in a single lump sum within 30 days in the event the Participant's
service as a Director of the Company is terminated by reason of death or
disability at any time prior to full payment of deferred amounts
and accrued investment return thereon. "Disability" for this purpose shall
mean a long-term disability as determined in the sole discretion of the
Committee.
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SECTION 6. Deferred Compensation Accounts.
The Fees which a Participant elects to defer shall be treated as if they were
set aside in an unfunded deferred compensation account, maintained by the
Company or its agent for bookkeeping purposes, on the date the Fees otherwise
would have been paid to the Participant (the "Account"). The obligation of the
Company under the Plan to make payment of Fees and the accrued investment
return with respect to a Participant's account constitutes the Company's
unsecured promise to make payments from its general assets as provided herein.
A Participant shall have the status of a general unsecured creditor of the
Company.
A Participant's Account will be credited with the amount of the deferred Fees
and the investment return on the investment choice (and debited with any losses
thereon) specified by the Participant. The investment return shall be
equivalent to the investment performance during the applicable deferral period
of the Delta Family-Care Savings Plan Core Options/Window of Choices Funds
specified by the Participant or, in lieu of or in addition to such investment
choices, such other investment return choices as may be specified from time to
time by the Committee.
Unless the Committee otherwise determines, Participants may change their
investment return choices for amounts deferred under this Plan as often as they
wish by notifying the Corporate Secretary of the Company or agent of the
Company appointed to manage Accounts under this Plan, except that changes to
amounts invested in the investment account equivalent of the Delta Common Stock
Fund may only be made during any period when the Participant is not subject to
the reporting and short-swing trading profits rules of Section 16 of the
Securities Exchange Act of 1934, as amended.
SECTION 7. Payment of Account.
A Participant's Account balance shall be paid following the end of the deferral
period, as determined under Section 5 herein, in either (a) a single lump sum
cash payment, together with the accrued investment return thereon, as soon as
practicable thereafter, or (b) quarterly installments over a period not to
exceed five (5) years, in either case as elected by the Participant on his or
her Election Agreement pursuant to Section 4 herein. The quarterly installment
payments, if elected, will be based upon a Participant's then existing Account
balance divided by the number of installment payments remaining to be made. A
Participant may submit an alternate payment schedule to the Committee for
approval in its sole discretion.
SECTION 8. Death of Participant.
A Participant may designate a beneficiary or beneficiaries (who may be named or
successively) who, upon the Participant's death, will receive the amounts which
otherwise would have been paid to the Participant under the Plan. All
designations shall be signed by the Participant, and shall be in substantially
the form attached hereto as Attachment B or as otherwise prescribed by
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the Committee. Each designation shall be effective as of the date received by
the Corporate Secretary of the Company from the Participant.
Participants may change their designations of beneficiary by submitting a new
designation form. The payment of amounts deferred under the Plan shall be in
accordance with the last unrevoked
designation of beneficiary that has been signed by the Participant and
delivered by the Participant to the Corporate Secretary of the Company prior to
the Participant's death.
In the event that all the beneficiaries named by a Participant pursuant to this
Section 8 predecease the Participant, the deferred amounts that would have been
paid to the Participant or the Participant's beneficiaries shall be paid to the
Participant's estate.
In the event a Participant does not designate a beneficiary, or for any reason
such designation is ineffective, in whole or in part, the amounts that
otherwise would have been paid to the Participant or the Participant's
beneficiaries under the Plan shall be paid to the Participant's estate.
SECTION 9. Amendment and Termination.
The Company hereby reserves the right to amend, modify, or terminate the Plan
at any time by action of the Committee or by the Board of Directors. No such
amendment, modification or termination shall in any material manner adversely
affect any Participant's right to deferred amounts, contributions, or accrued
investment return thereon, without the consent of the Participant.
SECTION 10. Additional Provisions.
Any notice or filing required to be given to the Company or the Corporate
Secretary under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the Corporate Secretary of the
Company at such address as is given in the records of the Company. Notices
shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or
certification.
Participants' rights with respect to deferred amounts, contributions and
accrued investment return under the Plan may not be sold, transferred,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. In no event will the Company make any
payment under the Plan to any assignee or creditor of a Participant.
In the event that 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.
All costs of implementing and administering the Plan shall be borne by the
Company. The Plan shall be construed and enforced in accordance with the laws
of the State of Georgia. All obligations of the Company under the Plan shall
be binding upon any successor to the Company,
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whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.
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DELTA AIR LINES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
ELECTION AGREEMENT (CALENDAR YEAR 1996)
To: Corporate Secretary
I hereby irrevocably elect to participate in the Delta Air Lines, Inc.
Directors' Deferred Compensation Plan (the "Plan") with respect to the
compensation designated below which I may be entitled to receive from Delta Air
Lines, Inc. (the "Company") as a member of its Board of Directors, beginning
January 1, 1996 and ending on December 31, 1996.
I. AMOUNT DEFERRED
I hereby elect to defer payment of my annual retainer, committee
chairperson retainer and meeting fees which I am entitled to receive for
services as a member of the Board of Directors of the Company, as follows:
A. Annual retainer and committee chairperson retainer fees (check one):
________100%
________Other (specify percentage)
B. Board and Committee meeting fees (check one):
________100%
________Other (specify percentage)
II. DEFERRAL PERIOD
Please defer my fees as specified above until the following date (specify
date, which must be at least one (1) year, but no more than ten (10) years,
following the end of the calendar year in which the Fees are earned): December
31, 19___.
III. FORM OF PAYMENT OF DEFERRED AMOUNTS
Please make payment following the end of the deferral period specified
above of amounts deferred under the Plan and the accrued investment return
thereon as follows (check one):
A. _____Single lump sum payment.
B. _____Quarterly installment payments, beginning on the January
1st following the end of the deferral period specified
above (specify number, not to exceed 20 installments
[five years]:_____).
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IV. INVESTMENT CHOICES
Please credit (debit) my unfunded Account, which is being maintained by
the Company or its agent for bookkeeping purposes, with investment returns
(losses) on deferral amounts pursuant to the investment return choice(s)
specified below equivalent to the Delta Family-Care Savings Plan Core
Options/Window of Choices Funds, as provided in Section 6 of the Plan (specify
one or more funds, giving percentages for each, totaling 100%):
Core Options
% Insurance Contracts/Stable Value Fund
------
% Commingled Bonds Fund
------
% Conservative Growth Balanced Fund
------
% Growth Balanced Fund
------
% Fidelity U.S. Equity Index Commingled Pool
------
% Commingled Stocks Fund
------
% Delta Common Stock Fund
------
Window of Choices Funds
% Merrill Lynch Capital Fund (Class A)
------
% Fidelity Equity-Income Fund
------
% Fidelity Growth & Portfolio
------
% Fidelity Magellan (R) Fund
------
% Twentieth Century Select Investors Fund
------
% Fidelity Contrafund
------
% Twentieth Century Ultra Investors Fund
------
% Fidelity OTC Portfolio
------
% Delaware Group Trend Fund
------
% Templeton Foreign Equity Series
------
100%
I acknowledge that I have reviewed the Plan and understand that my
participation is subject to the terms and conditions contained in the Plan.
Words and phrases used in this Election Agreement shall have the meanings
assigned by the Plan.
I acknowledge that I have been advised to consult with my own tax and
estate planning advisors before making this election to defer in order to
determine the tax effect of my participation in the Plan.
Date:
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(Signature)
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(Printed Name)
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DELTA AIR LINES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION
In accordance with the terms and conditions of the Delta Air Lines, Inc.
Directors' Deferred Compensation Plan (the "Plan"), in the event of my death, I
hereby designate the person(s) indicated below as my beneficiary(ies) to
receive all amounts payable to me under said Plan:
Name:
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Address:
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Social Security Number of Beneficiary:
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Relationship: Date of Birth:
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In the event that the above-named beneficiary predeceases me, I hereby
designate the following person as beneficiary:
Name:
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Address:
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Social Security Number of Beneficiary:
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Relationship: Date of Birth:
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I hereby expressly revoke all prior designations of beneficiaries, reserve
the right to change the beneficiary(ies) herein designated, and agree that the
rights of said beneficiary(ies) shall be subject to the terms of said Plan. In
the event that there is no beneficiary living at the time of my death, I
understand that the amounts payable under said Plan will be paid to my estate.
Date:
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(Signature)
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(Printed Name)