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EXHIBIT 10.17
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE 1989 STOCK INCENTIVE PLAN
January 26, 1995
Dear
The 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended
("Plan"), is intended as an inducement for officers, executives and key
employees of Delta Air Lines, Inc. (the "Company") to continue in the
employment of the Company, and to provide a greater incentive to such employees
to make material contributions to the Company's success by increasing their
proprietary interest in the Company through increased direct common stock
ownership. The Plan, which provides for certain awards to eligible employees,
is administered by the Personnel, Compensation & Nominating Committee of the
Board of Directors (the "Committee"). Pursuant to the Plan, the Committee has
selected you to receive an award of Restricted Stock (as defined in the Plan)
effective as of the close of business on January 26, 1995, and has instructed
me to direct this letter to you.
In consideration of the mutual covenants herein contained and for other
good and valuable consideration, the Company and you as an employee of the
Company (hereinafter called "Employee"), do hereby agree as follows:
1. Grant of Shares. Pursuant to action of the Committee, the Company has
granted to the Employee ______________ shares of Restricted Stock (the
"Shares"). This award is in all respects made subject to the terms and
conditions of the Plan, a copy of which has been provided to you, and by
signing and returning a copy of this Agreement to the Secretary of the Company,
you acknowledge that you have read the Plan and agree to all of the terms and
conditions thereof for yourself, any designated beneficiary and your heirs,
executors, administrators or personal representative. Terms used in this
Agreement which are defined in the Plan shall have the meanings set forth in
the Plan. In the event of any conflict between the Plan and this Agreement,
the Plan shall control. You also acknowledge receipt of the Prospectus dated
January 26, 1995, relating to the Plan.
As soon as practicable following the Employee's execution of this
Agreement and the stock power described below in Section 7, a certificate or
certificates representing the Shares and bearing the legend described below in
Section 7 shall be issued to the Employee. Upon issuance of the certificates
representing the Shares, the Employee shall have all rights of a stockholder
with respect to the Shares, including the right to vote and, subject to Section
11 of this Agreement, to receive all dividends or other distributions paid or
made with respect to the Shares; provided, however, that the Shares (and any
securities of the Company which may be issued with respect to the Shares by
virtue of any dividend
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reinvestment, stock split, combination, stock dividend or recapitalization,
which securities shall be deemed to be "Shares" hereunder) shall be subject to
the terms and all of the restrictions set forth in this Agreement.
2. Restriction. Until the restriction imposed by this Section 2 (the
"Restriction") has lapsed pursuant to Section 3 or 4 below, Employee shall not
be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose
of the Shares, and the Shares shall be subject to forfeiture as set forth in
Section 5 below.
3. Lapse of Restriction by Passage of Time or at Retirement. The
Restriction shall lapse and have no further force or effect upon the earlier
of: (a) the fifth anniversary of the date of this Agreement; or (b) Employee's
Retirement (as defined in the Plan) at or after his normal retirement date as
determined under the retirement or pension plan of the Company applicable to
Employee and then in effect ("Normal Retirement").
If Employee's employment is terminated because of early Retirement prior
to his Normal Retirement as permitted under the retirement or pension plan of
the Company applicable to Employee, the Restriction shall be deemed to have
lapsed on 33-1/3% of the Shares (including 33-1/3% of any additional Shares
which at the time have been purchased with dividends on the Shares) awarded
hereunder for each full year after the second full year which shall have
elapsed between the date of this Agreement and the date of such early
Retirement, and the remaining Shares awarded hereunder shall be forfeited and
transferred to the Company in the manner described in Section 5; provided,
however, that if within two years of any such early Retirement and without the
Committee's approval the Employee 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, Employee shall be
required to repay to the Company the cash value of any Shares and any cash
which vested at such early Retirement. The amount of such repayment shall be
the closing price of the Company's common stock ("Common Stock") on the New
York Stock Exchange ("NYSE") on the day that the Restriction on such Shares
lapsed (or, in the event that no sale of the Common Stock takes place on the
NYSE on such date, the closing price of the Common Stock on the NYSE on the
immediately preceding date on which such a sale occurred) multiplied by the
number of such Shares.
4. Lapse of Restriction by Death or Disability. The Restriction shall
lapse with respect to all Shares hereunder, and have no further force or
effect, upon the Employee's death or Disability (as defined in the Plan).
Employee may provide to the Company written designation naming a person or
persons who shall receive the Shares in the event of Employee's death, and such
designation must be in a form approved by counsel for the Company. If there is
no such approved designation, Shares shall be distributed upon Employee's
death pursuant to Employee's last will and testament or as provided by law.
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5. Forfeiture of Shares. In the event of termination of the Employee's
employment with the Company due to the Employee's voluntary resignation (other
than Normal Retirement), involuntary discharge or early Retirement to the
extent provided for in Section 3, prior to lapse of the Restriction under
Section 3 or 4, Employee shall immediately forfeit all right, title, and
interest to the Shares (and in the case of early Retirement the remaining
Shares referred to in Section 3), and such Shares shall be canceled or
transferred to the Company by the Employee, without consideration to the
Employee or his heirs, executors, administrators or personal representative.
6. Revocation or Modification of Award. In the event that Employee 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
Employee at the time of this Agreement, the Committee may in its sole
discretion, prior to the earlier of six months from the date of the demotion or
the lapse of the Restriction pursuant to Section 3 or 4 above, revoke or modify
this award of Shares 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 6.
7. Endorsement and Retention of Certificates. All certificates
representing the Shares shall be endorsed on the face thereof with the
following legend:
"The shares of stock represented by this
certificate and the sale, transfer or other
disposition of such shares are restricted by
and subject to a Restricted Stock Award
Agreement dated January 26, 1995 between
____________________________ and the Company,
a copy of which is on file with the Secretary
of the Company."
All certificates for Shares shall be held by the Company until the restrictions
thereon shall have lapsed, and as a condition to this award, Employee shall
execute and deliver to the Company a stock power, endorsed in blank and
approved by counsel for the Company, relating to the Shares, as set forth in
the Plan.
Upon lapse of the Restriction pursuant to Section 3 or 4 of this Agreement
without a prior forfeiture of the Shares, a certificate or certificates for an
appropriate number of unrestricted Shares shall be delivered to Employee and
the certificate with the legend indicated above shall be canceled.
8. Withholding Taxes. Upon lapse of the Restriction on the Shares
pursuant to Section 3 or 4 above, sufficient Shares shall be transferred to the
Company to provide for the payment of any taxes required to be withheld by
federal, state, or local law with respect to income resulting from such lapse.
The value of the Shares so transferred shall be the closing price of the Common
Stock on the NYSE on the date the Restriction lapses (or, in the event that no
sale of the Common Stock takes place on the NYSE on such date,
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the closing price of the Common Stock on the NYSE on the immediately
preceding date on which such a sale occurred).
9. Rights Not Enlarged. Nothing herein confers on the Employee any right
to continue in the employ of the Company or any of its subsidiaries.
10. Succession. This Agreement shall be binding upon and operate for the
benefit of the Company and its successors and assigns, and the Employee and his
heirs, executors, administrators or personal representative.
11. Dividends. Any cash dividends which may become payable on the Shares
shall be reinvested by the Company in shares of Common Stock, to the extent
Shares are available under the Plan. If Shares are not so available, dividends
shall be paid in cash and held by the Company for the account of the Employee
until the Restriction lapses. In such event the Company shall pay interest on
the amount so held as determined by the Committee, and the accumulated amount
of such dividends and interest shall be payable to the Employee upon the lapse
of the Restriction. Those Shares and any cash held for the account of the
Employer shall be governed by the Restriction set forth in the Agreement; the
Restriction with respect to such Shares and such cash shall lapse as provided
in Sections 3 and 4 of this Agreement; and such Shares and such cash shall be
forfeited pursuant to Section 5 to the extent that the Shares on which such
dividends were paid shall be so forfeited.
12. Fractional Shares. Upon lapse of the Restriction, certificates for
fractional Shares shall not be delivered to the Employee, and any fractional
Shares which may result from the application of Sections 3 or 4 of this
Agreement shall be paid in cash to Employee, as determined in the last sentence
of Section 8, above.
This Agreement has been prepared in duplicate. Please note your
acceptance in the space provided below, and return the original for the
Company's records.
IN WITNESS WHEREOF, the Company, acting through the Committee, has caused
this Agreement to be duly executed and the Employee has hereunto set his or her
hand, all as of the day and year first written above.
DELTA AIR LINES, INC.
By:
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EMPLOYEE
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NONQUALIFIED STOCK OPTION AWARD AGREEMENT
UNDER THE 1989 STOCK INCENTIVE PLAN
January 25, 1996
Dear
The 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended
("Plan"), is intended as an inducement for officers, executives and key
employees of Delta Air Lines, Inc. (the "Company") to continue in the
employment of the Company, and to provide a greater incentive to such employees
to make material contributions to the Company's success by increasing their
proprietary interest in the Company through increased direct stock ownership.
The Plan, which provides for certain awards to eligible employees, is
administered by the Personnel, Compensation & Nominating Committee of the Board
of Directors (the "Committee"). Pursuant to the Plan, the Committee selected
you to receive an award of a Nonqualified Stock Option under the Plan,
effective as of the close of business on January 25, 1996, and has instructed
me, on behalf of the Company, to provide this Agreement to you.
In consideration of the mutual covenants herein contained and for other
good and valuable consideration, the Company and you as an employee of the
Company (hereinafter called "Employee"), do hereby agree as follows:
A. 1996 Stock Option Awards
1. The Company hereby grants to Employee a Nonqualified Stock Option
("Stock Option") covering _____________________ shares of Stock, as defined in
the Plan, a copy of which has been furnished to you. This award is in all
respects made subject to the terms and conditions of the Plan and, by signing
and returning a copy of this Agreement to the Secretary of the Company, you
acknowledge that you have read this Agreement and the Plan and agree to all of
the terms and conditions thereof for yourself, any designated beneficiary and
your heirs, executors, administrators or personal representative. Terms used
in this Agreement which are defined in the Plan shall have the meanings set
forth in the Plan. In the event of any conflict between the Plan and this
Agreement, the Plan shall control. You also acknowledge receipt of the
Prospectus dated January 26, 1995, relating to the Plan.
2. The Option Price of the Stock Option covered by this award shall be
$______ per share, which price was the closing price of the Stock on the New
York Stock Exchange (the "NYSE") on the date of this award.
3. Subject to the terms and conditions of the Plan and Paragraph 7 below,
the Stock Option granted to you herein may be exercised during the period
beginning January 25, 1997 and
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ending January 24, 2006, except as provided in Sections 5 and 10 of the Plan.
Subject to the terms and conditions of the Plan, Employee (or a party acting on
behalf of a deceased employee pursuant to Section 10 of the Plan) may exercise
the Stock Option granted herein in whole or, from time to time, in part by way
of a written notice delivered to the Secretary of the Company which includes
the following: (i) name, mailing address and social security number of
Employee and the date, which shall be the actual 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 Employee or a party
acting on behalf of a deceased employee. Such notice shall be accompanied by
payment of the full purchase price of the shares of Stock covered by the
exercise, in a check made payable to the order of the Company. 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.
4. When the Stock Option is exercised, the Company shall make the
appropriate calculations under the Plan and deliver to Employee, as soon as
practicable, a certificate or certificates representing the net number of
shares of Stock due to Employee pursuant to such exercise, calculated in
accordance with this paragraph. The Company shall withhold from the shares of
Stock issued to Employee a sufficient number of shares (rounded down to the
nearest whole share) 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 or local 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.
5. The Stock Option granted herein is not transferable otherwise than by
will, by the laws of descent and distribution, or by a written designation
referred to in Section 10(c) of the Plan, and is exercisable during the
Employee's lifetime only by the Employee. In the event that the Stock Option
is exercised pursuant to Section 10 of the Plan by any person other than
Employee, such notice shall be accompanied by appropriate proof of the right of
such person to exercise the Stock Option.
6. The Stock Option granted herein is subject to all terms of the Plan,
including, but not limited to, (i) Section 10(b), which provides for the
forfeiture and repayment of certain benefits in certain circumstances in the
event of Employee's Retirement prior to his normal retirement date; and (ii)
Section 10(d), which provides that the Committee may in its sole discretion
revoke or modify this award in any manner as it deems appropriate under the
circumstances if Employee 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 Employee at the time of this
award.
7. Employee acknowledges that the federal securities laws and/or the
Company's policies regarding trading in its securities may limit or restrict
Employee's 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. Employee agrees to comply with such
federal securities law requirements and Company policies, as such laws and
policies are amended from time to time.
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This Agreement has been prepared in duplicate. Please note your
acceptance in the space provided therefor and return the original for the
Company's records.
IN WITNESS WHEREOF, the Company, acting through the Committee, has caused
this Agreement to be duly executed, and Employee has hereunto set his or her
hand, all as of the day and year first written above.
DELTA AIR LINES, INC.
By
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EMPLOYEE
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