EXHIBIT 10.15(e)
SEPARATION AGREEMENT AND GENERAL RELEASE APPLICABLE TO EXECUTIVE OFFICERS
DELTA AIR LINES, INC. DIRECTOR AND OFFICER SEVERANCE PLAN
1. I, ________________________ (referred to herein as "Employee", "I", or
(Employee Name)
"me"), wish to accept the benefits being offered by Delta Air Lines, Inc.
("Delta") for which I am eligible under the Delta Air Lines, Inc. Director and
Officer Severance Plan, (the "Plan"). In agreeing to participate in the Plan, I
acknowledge I have carefully reviewed the provisions of the Plan, as well as
this Separation Agreement and General Release ("Agreement"). I believe both the
Agreement and the Plan are in my best interest and I acknowledge entering into
this Agreement voluntarily and without coercion.
Benefits Under the Plan
2. In exchange for voluntarily executing and returning this Agreement to
Delta within forty-five (45) days of my receipt of it, and satisfying all
eligibility criteria set forth in the Plan, Delta will provide me with the
benefits as described in the Plan, (a) subject to the required withholding and
payment of all applicable federal, state and local taxes and (b) with no tax
reimbursement by Delta related to travel privileges, if any, provided under the
Plan. I acknowledge and agree that Delta will have no obligation to provide me
with any benefits in connection with my employment relationship with Delta, or
the termination of that relationship, except as described in the Plan, as
modified by this Agreement.
General Release and Other Agreements of Employee
3. In exchange for the benefits which Delta is providing under this
Agreement and the Plan, I hereby agree as follows:
a. Except for the rights and obligations provided by or arising
under this Agreement, the Delta Family-Care Survivorship and Disability Plan,
the Delta Family-Care Retirement Plan, the Delta Family-Care Savings Plan or any
right I may have to indemnification by Delta, I hereby release, acquit,
withdraw, retract and forever discharge any and all claims, or causes of action
which I now have or may have hereafter, directly or indirectly, personally or in
a representative capacity, against Delta Air Lines, Inc., and its predecessors,
successors, administrators, fiduciaries, parents, subsidiaries, plans,
affiliates, officers, directors, shareholders, representatives, agents,
employees, and all persons acting through or in connection with Delta (each a
"Released Party") by reason of any matter, conduct, claim, event, act, omission,
cause or thing whatsoever, from the beginning of time to, and including, the
date of execution of this Agreement. This General Release includes, but is not
limited to, all claims, manner of actions, and causes of action which arise
under Title VII of the Civil Rights Act of 1964, as amended; The Age
Discrimination in Employment Act of 1967, as amended; The Americans with
Disabilities Act; The
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Rehabilitation Act of 1973, as amended; The Family & Medical Leave Act; The
Worker Adjustment and Retraining Notification Act; 42 U.S.C. Sections 1981
through 1988; the Employee Retirement Income Security Act of 1974, as amended,
any other federal, state or local statute or ordinance respecting discriminatory
hiring or employment practices or civil rights laws based on protected class
status; common law claims of intentional or negligent infliction of emotional
distress, defamation, negligent hiring, breach of contract, breach of the
covenant of good faith and fair dealing, promissory estoppel, negligence, or
wrongful termination of employment; and all other claims of any type or nature,
including any claim in contract or tort, and including any claim for attorneys'
fees. I understand and intend that this General Release shall discharge all
claims against the Released Parties to the extent permitted by law, but shall
not discharge claims arising out of any events which may occur after the date of
execution of this Agreement.
b. Except as necessary to enforce the terms of this Agreement, I
agree that neither I, nor anyone acting on my behalf, will xxx any Released
Party concerning any of the matters covered by this Agreement. In the event that
I xxx, or anyone acting on my behalf sues, any Released Party concerning any of
the matters covered by this Agreement, I will hold each Released Party harmless
from any claim asserted in such lawsuit and will accept no payment or other
benefit as a result of such lawsuit or any settlement thereof.
4. This Agreement is not to be construed in any way as an admission by any
of the Released Parties that they have violated any federal, state, or local
law, ordinance, regulation, or policy.
5. I understand that there may be numerous, valuable rights under federal
and state law, including rights under the Age Discrimination Employment Act of
1967, as amended, 29 U.S.C. Section 621, et seq., which I am waiving by
executing this Agreement. In connection with this, I hereby certify that:
a. This Agreement and the Plan are written in a manner that is
understandable to me;
b. I am receiving valuable consideration under this Agreement to
which I would not otherwise be entitled;
c. I have been advised in writing to consult with an attorney prior
to executing this Agreement;
d. I understand that this Agreement is a general release of Delta
and the other Released Parties from any past or existing claim or potential
claim including any claim or potential claim relating to my employment
relationship with Delta, and termination of that relationship;
e. I have been given a period of forty-five (45) days in which to
consider whether to sign this Agreement and to consult with an attorney,
accountant, tax
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advisor, spouse, or any other person. I have either used this full forty-five
(45) day period to consider this Agreement, or have voluntarily chosen to
execute this Agreement before the end of that period;
f. I understand that I am eligible for the benefits described in the
Plan due to organizational or other business change at Delta. I have been given,
in writing, information as to the ages of those Executive Vice Presidents who
are being afforded the opportunity to participate in this Plan due to these
factors at this time. That information is contained in Attachment A hereto. I
also understand that certain Executive Vice Presidents are not eligible to
participate in the Plan due to these factors at this time. That information is
contained in Attachment B hereto. In addition, I understand I may review written
information identifying the job title and age of each officer and director at
Delta who has been afforded the opportunity to participate in this Plan, as well
as each officer and director who has not been given the opportunity to
participate in this Plan, by submitting a written request for that information
to Xxxxxxx X. Xxxxxxxx, Delta Air Lines, Inc., Department 216, X.X. Xxx 00000,
Xxxxxxx, Xxxxxxx 00000-0000. Finally, I certify that I have received, in
writing, a disclosure as to the eligibility factors and time limits applicable
to this Plan.
g. I understand I have seven (7) days after signing this Agreement
to revoke this Agreement. To revoke this Agreement, I must notify Delta of the
intent to revoke through a signed statement received by Xxxxxxx X. Xxxxxxxx,
Delta Air Lines, Inc., Department 216, X.X. Xxx 00000, Xxxxxxx, Xxxxxxx
00000-0000 within seven (7) days of the date I sign this Agreement. This
Agreement will not take effect until the eighth day after its execution, but if
not revoked within the seven (7) day period, this Agreement shall be fully
effective and enforceable thereafter.
Agreements and Representations of Employee
6. I agree that all property belonging to Delta, including records, files,
memoranda, reports, personnel information (including benefit files, training
records, customer lists, operating procedure manuals, safety manuals, financial
statements, price lists and the like), relating to the business of Delta, which
I have come in contact with in the course of my employment (hereinafter the
"Delta's Materials") shall, as between the parties hereto, remain the sole
property of Delta. I hereby warrant that I have returned all originals and
copies of Delta's Materials to Delta.
7. I agree that I shall, to the extent requested in writing and reasonable
under the circumstances, cooperate with and serve in any capacity requested by
Delta in any pending or future litigation in which Delta has an interest, and
regarding which I, by virtue of my employment with Delta, have knowledge or
information relevant to the litigation. Delta shall reimburse me for reasonable
and necessary out-of-pocket expenses that I incur in connection with such
cooperation.
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Confidentiality
8. I agree that during the term of my employment with Delta, I have
acquired knowledge of confidential and proprietary information regarding, among
other things, Delta's present and future operations, its financial operations,
marketing plans and strategies, alliance agreements and relationships, its
compensation and incentive programs for employees, and the methods used by Delta
and its employees. I hereby agree that I will hold in a fiduciary capacity for
the benefit of Delta, and shall not directly or indirectly use or disclose, any
"Trade Secret," as defined under Georgia law, that I may have acquired during
the term of my employment by Delta for so long as such information remains a
Trade Secret.
9. I further agree that I do and will continue to hold in a fiduciary
capacity for the benefit of Delta, and shall not directly or indirectly use or
disclose, any Confidential or Proprietary Information, as defined hereinafter,
that I may have acquired (whether or not developed or compiled by me and whether
or not I was authorized to have access to such Confidential or Proprietary
Information) during the term of, in the course of, or as a result of my
employment by Delta. Subject to the provisions set forth below, the term
"Confidential or Proprietary Information" as used in this Agreement means the
following secret, confidential and proprietary information of Delta not
otherwise included in the definition of Trade Secret under Georgia law: all
marketing, alliance, advertising and sales strategies, all pricing information,
all financial, advertising and product development plans, all compensation and
incentive programs for employees, all alliance agreements, plans and processes,
and all lists of actual or potential customers or suppliers maintained by Delta.
The term "Confidential and Proprietary Information" does not include information
that has become generally available to the public by the act of one who has the
right to disclose such information.
10. Employee Non-Solicitation Agreement. For the period of one year
immediately following the cessation of my employment with Delta, I shall not
directly or indirectly (on my own behalf or on behalf of any other person,
company, partnership, corporation or other entity), employ or solicit for
employment any individual who is a management employee of Delta, or who left a
management position at Delta within the six (6) months prior to my employment of
that individual. The restrictions set forth in this Paragraph shall be limited
to those Delta management employees who: (i) were employed by Delta during my
employment in a supervisory or administrative job; and (ii) with whom I had
material professional contact during my employment with Delta.
11. Non-Competition Agreement. During my Severance Period (as defined in
the Plan), I will not on my own behalf or on behalf of any person, firm,
partnership, association, corporation or business organization, entity or
enterprise, provide [insert description of principal services provided by
Employee to Delta], as an employee, consultant, partner, or in any other
capacity to any of the following entities, which I acknowledge is a competitor
of Delta Air Lines: AMR Corporation, American Airlines, Inc., Continental
Airlines, Inc., Southwest Airlines Co., UAL Corporation, United Air
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Lines, Inc., Jet Blue Airways, Inc., AirTran Airways, Inc., Northwest Airlines,
Inc. This restriction shall only apply to the extent that I am providing
services to the competitor: (a) while working within a fifty (50) mile radius of
the city limits of Atlanta, Georgia; or (b) while working out of or within a
fifty (50) mile radius of the corporate headquarters of the competitor to whom I
am providing services
12. Customer Non-Solicitation Agreement. During my Severance Period (as
defined in the Plan), I shall not directly or indirectly (on my own behalf or on
behalf of any other person, company, partnership, corporation or other entity),
solicit any Corporate Customer of Delta for the purpose of selling that customer
corporate discount airline travel services, that I provided to that customer on
behalf of Delta (either directly or because I was directly responsible for the
supervision and coordination of providing those services on behalf of Employer)
during the last twenty-four (24) months of my employment. For purposes of this
Paragraph, Corporate Customer shall be defined as any customer to whom Delta
provides airline passenger or cargo services, with the exception of individual
persons and travel agents.
13. Arbitration; Remedy; Violation of Non-Competition Agreement. Except as
expressly set forth below, after exhaustion of any administrative appeals
required under the terms of the Plan, any dispute or controversy as to the
interpretation, construction, application or enforcement of, or otherwise
arising under or in connection with this Agreement, shall be submitted for
mandatory, final and binding arbitration in the City of Wilmington, Delaware, in
accordance with the commercial arbitration rules then prevailing of the American
Arbitration Association. In this regard, I hereby waive the right to submit any
controversy or dispute to a Court and/or a jury. Any award rendered by the
arbitrator shall provide the full remedies available to the parties under the
applicable law, including injunctive relief, and shall be final and binding on
each of the parties hereto and their heirs, executors, administrators,
successors and assigns and judgment may be entered thereon in any court having
jurisdiction. The prevailing party in any such arbitration shall be entitled to
an award by the arbitrator of all reasonable attorneys' fees and expenses
incurred in connection with the arbitration. I hereby acknowledge and agree that
Delta's remedy at law for any breach of the covenants contained in Paragraphs 9,
10 or 12 would be inadequate and that for any breach of any such covenant, Delta
shall, in addition to other remedies as may be available to it at law or in
equity, or as provided for in this Agreement, be entitled to an injunction,
restraining order or other equitable relief, without the necessity of posting a
bond, restraining me from continuing to commit any violation of the covenants.
Furthermore, I agree that without limiting the foregoing, should I violate the
Non-Competition Agreement set forth in Paragraph 11 above, I (a) shall not be
entitled to and shall fully forfeit any benefits under the Plan (b) shall return
all Severance Pay (as defined in the Plan) benefits I have received under the
Plan; and (c) shall fully reimburse Delta and/or the Plan for all expenses
incurred and/or payments made by Delta and/or the Plan to provide all other
benefits I have received under the Plan, including but not limited to all
medical, dental
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and life insurance benefits; travel benefits; and career transition and
financial planning services.
14. Governing Law. Unless governed by federal law, this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of laws of that State. In the event
that one or more of the provisions contained in this Agreement shall for any
reason be held invalid, illegal, or unenforceable in any respect, that such
holding shall not affect any other provisions in this Agreement, but this
Agreement shall be construed as if such invalid, illegal, or unenforceable
provisions had never been contained herein.
15. No Statements. I agree that I will not make any oral or written
statement to the media, in any public forum, or to any business competitive with
Delta, concerning any actions or inactions by Delta, or any of its present or
former subsidiaries or affiliates or any of its present or former officers,
directors or employees, relative to Delta's compliance with any state, federal
or local law or rule. I further agree that I will not make any oral or written
statement or take any other action which disparages or criticizes Delta, or any
of its present or former subsidiaries or affiliates or any of its present or
former officers, directors or employees, including, but not limited to any such
statement which damages Delta's good reputation or impairs its normal
operations. I further agree that I will not initiate or solicit claims against
the Delta, or otherwise directly or indirectly encourage or support any claim
that has been or in the future is asserted by a third party against Delta.
16. Severability. In the event any provision of this Agreement should be
held to be unenforceable, each and all of the other provisions of this Agreement
shall remain in full force and effect.
17. Entire Agreement. This Agreement sets forth the entire Agreement
between me and Delta and supersedes any other written or oral agreement. No
representations, statements, or inducements have been made to me concerning this
Agreement other than the representations and statements contained and
memorialized in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
______ day of _________, ________.
(date) (month) (year)
__________________________________________
(Employee signature)
__________________________________________
Xxxxxx X. Xxxxx
Vice President - Compensation and Benefits
Delta Air Lines, Inc.
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