Richard H. Anderson Waiver of Excise Tax Gross-Up Provisions under Award Agreements and Severance Plan with Delta Air Lines, Inc.
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Summary
This letter agreement is between Richard H. Anderson, Chief Executive Officer of Delta Air Lines, Inc., and the Chairman of the Personnel & Compensation Committee. Mr. Anderson voluntarily waives any provisions in his current award agreements and the Officer and Director Severance Plan that would provide payment or reimbursement for excise taxes and related gross-up amounts under Section 4999 of the Internal Revenue Code. He acknowledges that this waiver removes his protection from such taxes in the event of a change in control and confirms that this action does not trigger any 'Good Reason' clause in his agreements.
EX-10.8.C 2 g22142exv10w8wc.htm EX-10.8.C exv10w8wc 
EXHIBIT 10.8(c)
Richard H. Anderson
Chief Executive Officer
Chief Executive Officer
October 20, 2009
Mr. David R. Goode
Chairman, Personnel & Compensation Committee
of the Board of Directors
Delta Air Lines, Inc.
World Headquarters
Atlanta, Georgia 30320
Chairman, Personnel & Compensation Committee
of the Board of Directors
Delta Air Lines, Inc.
World Headquarters
Atlanta, Georgia 30320
Dear David:
Today we decided to eliminate from all future awards clauses providing for payment of excise tax and related gross-up provisions imposed by Section 4999 of the Internal Revenue Code.
As you know, I do not have an employment agreement; however, I would like to waive all such provisions in my current Award Agreements as well as the Officer and Director Severance Plan. I realize that by taking this action, I am voluntarily giving up any protection from excise taxes I currently have in the event of a change in control. I also understand and agree that by so doing, I have not triggered the “Good Reason” clause in any Plan or Award Agreement.
Sincerely,
/s/ Richard H. Anderson
