Exhibit 10.11
AMENDMENT AND WAIVER
Amendment and Waiver dated as of November 18, 2003 (this "AMENDMENT AND
WAIVER") between Delta Air Lines, Inc., a Delaware corporation (the "COMPANY"),
and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ("EXECUTIVE").
WHEREAS, Executive serves as President and Chief Operating Officer of
the Company;
WHEREAS, Executive has previously voluntarily elected to forego and
waive his right (i) to an annual incentive award for fiscal year 2003; (ii) to
the retention award granted to him on January 23, 2002 (the "2002 RETENTION
AWARD") under the Company's 2002 Retention Program (the "2002 RETENTION
PROGRAM"); and (iii) under the Excess Benefit Agreement dated as of March 15,
2002 (the "EXCESS BENEFIT AGREEMENT") between the Company and Executive to the
Company's third and final contribution to Executive's Employee Grantor Trust (as
defined in the Excess Benefit Agreement); and
WHEREAS, the Company and Executive believe it is desirable to
memorialize formally each of the matters described in the immediately preceding
"WHEREAS" clause of this Amendment and Waiver;
NOW, THEREFORE, in consideration of the foregoing, the agreements set
forth below and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1. Waiver of Annual Incentive Award. Executive hereby affirms
and acknowledges that Executive voluntarily elected to forego and waive his
right to receive an annual incentive award with respect to fiscal year 2003.
SECTION 2. Waiver of 2002 Retention Award. Executive hereby affirms and
acknowledges that Executive voluntarily elected to forego and waive his right to
his 2002 Retention Award under the 2002 Retention Program.
SECTION 3. Waiver of Funding Contribution. Executive hereby affirms and
acknowledges that Executive voluntarily elected to forego and waive his right
under the Excess Benefit Agreement to the Company's third and final
contribution, scheduled to be made in 2004, to Executive's Employee Grantor
Trust.
SECTION 4. Effect of Amendment and Waiver. Except as expressly amended
or waived as set forth in this Amendment and Waiver, all of the provisions of
the Excess Benefit Agreement shall remain in full force and effect without
modification or waiver. Notwithstanding the foregoing, (i) nothing contained
herein or in the Excess Benefit Agreement as modified or waived shall supercede
the Waiver dated as of July 24, 2003
(the "GOVERNMENT CONTRACT WAIVER") between the Company and Executive relating to
the compensation limits under the Emergency Wartime Supplemental Appropriations
Act of 2003 and (ii) the Government Contract Waiver shall remain in full force
and effect.
SECTION 5. Governing Law. This Amendment and Waiver shall be governed
by and construed in accordance with laws of the State of Georgia without
reference to principles of conflict of laws.
SECTION 6. Successors. This Amendment and Waiver shall be binding upon
the Company's successors and assigns and Executive's personal and legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees.
IN WITNESS WHEREOF, the Company and Executive have executed this
Amendment and Waiver.
EXECUTIVE DELTA AIR LINES, INC.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman, Personnel &
Compensation Committee
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