1. 收益并不保证未来的收益。 我,Michael Spanos,签署的个人,希望接受Delta Air Lines, Inc.(及其子公司和关联公司,“达美”或“公司公司”)提供的福利:
a. 修订并重新制定于2016年6月1日的达美航空公司高级主管和董事离职补偿计划,以及不时进行的进一步修订(以下简称“401(k)计划的雇主贡献”);
b. 三角洲航空公司管理激励计划 ("MIP") 2024 年三角洲航空公司 2023 年度长期激励计划奖励协议 ("2023 年度 LTIP 奖励协议") 以及 2024 年度三角洲航空公司长期激励计划奖励协议 ("2024 年度 LTIP 奖励协议" 和,与 2023 年度 LTIP 奖励协议一起,"LTIPs”), which plans provide for a pro-rated award in connection with my separation from the Company; and
b. 我确认、同意并特此规定以下事项:(i) 在我与Delta的雇佣期间,我被允许休所有假期并享有根据《家庭医疗假法》(FMLA)、《统一服务就业和复职权法》(USERRA)或任何其他适用的联邦、州或地方法律,为了医疗、家庭、身份币、育儿、军事服务、法庭、义务或义工相关原因而享有的所有其他权利;及 (ii) Delta 无论在任何情况下都未干涉、限制或否定我行使(或试图行使)FMLA、USERRA或任何其他适用的联邦、州或地区休假法律的任何权利,亦未因我行使(或试图行使)任何此等权利而终止或以其他方式对我进行歧视。FMLAUSERRA其他”) 托儿事由、「父母、军事服务、法庭或志愿者相关原因」等医疗、家庭、身份币休假法所提供的休假权利休假法医疗、军工、身份币、育儿、军事服务、法庭、义务或义工相关原因」等医疗、家庭、身份币休假法
c. 除本协议另有特别规定外,我确认、同意并特此声明:(i) 关于我在Delta的雇佣以及后续离职,我已经收到根据《公平劳工标准法》(FLSA)或任何其他适用的联邦、州或地方法律或法规应支付的工资、佣金、补偿、累积休假、福利和其他欠款金额;及(ii) 我并没有任何根据FLSA或任何其他适用的联邦、州或地方工资法应支付的拖欠工资、损害赔偿、罚款或其他款项。FLSA或任何其他适用的联邦、州或地方法律或法规规定支付工资、佣金、补偿、用餐时间、休息时间、福利、累积休假和支付时间方面,我已经得到应得的一切。工资法以及我没有应支付的任何拖欠工资、损害赔偿、罚款或任何其他款项依据FLSA或任何其他适用的联邦、州或地方工资法。
d. 我明白本协议将在法律允许的范围内解除对被释放的人所有索赔,但不禁止我 (i) 在法律程序要求时准确和全面回应任何问题、查询或要求索取资料;(ii) 向平等就业机会委员会、司法部、证券交易委员会、劳工部、职业安全和健康管理局或任何其他联邦、州提出控制或投诉。或地方政府机构或佣金(每个,a」政府机构」);或 (iii) 向任何政府机构披露资料、向任何政府机构举报可能违规或参与调查或诉讼。此外,与任何政府机构的通讯不会被视为违反本协议中的任何其他条款,包括任何不轻视或保密规定。我不需要在进行任何此类沟通之前与本公司联系。
h. 我明白,就ADEA规定的索赔而言,我在签署后有七个日历日的时间撤销该协议,需要书面通知Delta。为了撤销该协议,我必须通过签署的声明通知Delta撤销意向,送交至Delta Air Lines, Inc.,ATG Department 948,1030 Delta Blvd., Atlanta, Georgia 30354-6001的副总裁Kelley Elliott,人力资源服务及全面奖励,或交至Delta书面指定的其他人员和地址,须在七天的最后一天或之前。我承认除非我已行使撤销权利,否则该协议将在我签署协议后的八个日历日才生效。如果我撤销该协议,它将立即无效,不再具有任何效力,我也不会收到该协议中提到的离职福利;否则,该协议将在我签署后的第八个日历日完全生效和可执行。
7. 合作。 I 同意,我应在书面请求并在情况合理的情况下,配合并担任达美(Delta)在任何未决或将来的诉讼或其他法律事务中要求的任何职务,有关我在达美工作期间对诉讼或事务相关的知识或信息。达美将就我在配合过程中发生的合理和必要的费用予以报销。
8。保密 或专有信息
a. 我承认,在我为达美航空工作期间,我以有形和无形形式(包括但不限于保留的心理印象)获得并了解了有关达美及其业务、现有和潜在客户、供应商、合作伙伴、投资者和相关第三方以及委托文件、材料的其他个人和实体的非公开、秘密、机密和专有文件、材料和其他信息,或保密地向达美提供信息(统称”机密或专有信息”)。我特此同意,我将以信托身份持有达美的利益,不得直接或间接地代表我自己或代表他人使用或向任何个人、企业或实体披露任何机密或专有信息,无论此类机密或专有信息是否由我开发或编写,以及我之前是否获得访问或使用此类机密或专有信息的授权。我理解并同意,我在达美工作期间开发或编制的机密或专有信息受本协议条款和条件的约束,就好像达美在第一时间向我提供相同的机密或专有信息一样。我
b. 根据本条款,我被告知2016年《捍卫商业秘密法》(”DTSA”) 规定,任何联邦或州商业秘密法规定,对于 (i) 直接或间接向联邦、州或地方政府官员秘密披露的 DTSA 定义的商业秘密的任何机密披露,或者仅为举报或调查涉嫌违法行为而披露给律师;或 (ii) 在诉讼或其他诉讼中提起的投诉或其他文件中披露给律师,均免于承担任何联邦或州商业秘密法律规定的责任,如果此类文件是密封提交的。
i. 三角洲竞争全球空运市场,包括客运和服务、空运货运服务、第三方飞机维修及保养、度假批发、炼油业务,三角洲的业务范围既有国内也有国际。
ii. 以下所列或描述的航空公司及附表1中列出的相关企业是达美航空的特定竞争对手,我在所列或描述的任何实体就业或咨询将对达美航空造成的损害大于我可能与其他公司就业或咨询的损害;
iii. 在我作为达美航空公司执行副总裁兼首席运营官的任职期间,我密切参与了达美航空公司业务的重要元件的规划或指导,并且通过这些活动在达美航空公司发展或补充了我的专业知识和技能,将这些技能的使用或披露给达美航空公司的竞争对手将对达美航空公司的合法业务利益造成损害;
iv. 本第11节规定的限制不会妨碍我谋生,因为我拥有的技能类型需求广泛,全球和国内的客运和货运航空公司以及不在第11.b或附件1中包含的相关业务众多。
b. During the one-year period following the Separation Date, I will not on my own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or
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enterprise, whether as an employee, consultant, partner or in any other capacity provide services that are the same or similar to the services of the type conducted, authorized, offered or provided by either me or any other executive, key, or professional employee of Delta or any of its subsidiaries/divisions within two years prior to my termination of employment, to:
i. any of the following entities (including any successors thereto), any airline alliances (including Star Alliance and Oneworld) or airline industry associations (including Airlines for America and International Air Transport Association) in which such entity participates, and any partially or wholly owned subsidiary or joint venture of such entity that operates an airline or a business operated by Delta as of the Grant Date: Alaska Air Group, Inc., Amazon Air, American Airlines Group, Inc., Frontier Group Holdings, Inc., Jet Blue Airways Corporation, Southwest Airlines Co., Spirit Airlines, Inc., United Airlines Holdings, Inc., Avianca S.A., Emirates Group, Etihad Airways P.J.S.C., International Consolidated Airlines Group, S.A. or Qatar Airways Company Q.C.S.C.;
ii. any passenger or cargo air carrier that is more than 25% owned by Emirates Group, Etihad Airways P.J.S.C. or Qatar Airways Company Q.C.S.C.;
iii. if not included in clause i. or ii. above, any foreign air carrier that operates passenger or cargo service into the United States or its territories more than 35 flights per week for more than six months in any rolling 12-month period; provided, however, this clause iii. shall not apply to employment with LATAM Airlines Group S.A. or Delta profit sharing joint venture partners Aerovías de Mexico, S.A. de C.V. (Aeromexico), Air France KLM Group, Korean Air Lines Co., LTD or Virgin Atlantic Airways Limited; or
iv. any of the entities listed on Exhibit 1 hereto, provided that I (1) was employed by a Delta subsidiary or I had a significant role with and spent more than 75% of my time providing services to a Delta subsidiary or (2) was employed in Delta’s TechOps or Delta Connection division.
These restrictions will apply to the territory over which I had responsibility on the Separation Date, which territory I acknowledge to be co-extensive with the cities encompassed by Delta’s worldwide route structure, as it exists as of the Separation Date.
c. Nothing in this Section 11 will restrict my employment in any position, function, or role with any airline or entity not defined in Section 11.b or Exhibit 1 hereto. Further, notwithstanding anything in this Section 11.b to the contrary, these restrictions shall not apply to employment with Airco Aviation Services, LLC (“Airco”), or its directly or indirectly wholly owned subsidiaries, including Unifi Aviation, LLC, for any period during which Delta owns at least 40% of Airco.
12. Employee Non-Solicitation Agreement. During the one-year period following the Separation Date, I will 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 or professional employee of Delta, for employment with any entity or person other than Delta, or encourage or induce any such person to terminate their employment with Delta. The restrictions set forth in this Section 12 shall be limited to those Company management or professional employees who: (i) were employed by Delta during my employment in a management or professional job with Delta and (ii) with whom I had material professional contact during my employment with Delta.
13. Non-Solicitation of Customers Agreement. During the one-year period following the Separation Date, I will not directly or indirectly (on my own behalf or on behalf of any other person, company,
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partnership, corporation or other entity) induce or attempt to induce any customer or prospective customer, supplier, licensee or other business relation of Delta to cease doing business with Delta or in any way interfere with the relationship between Delta and any customer, supplier, licensee or other business relation of Delta.
14. No Statements. Subject to the provisions of Section 3.d., I agree that I will not:
a. 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 their present or former officers, directors, or employees (the “Delta Parties”), including, but not limited to any such statement that damages the Delta Parties’ good reputation or impairs their normal operations or activities; or
b. initiate or solicit claims against the Delta Parties or otherwise directly or indirectly encourage or support any claim that has been or in the future is asserted by a third party against the Delta Parties arising out of, related to, or in connection with any matter arising on or before the date of this Agreement.
15. Former Employee Vendor Policy. I hereby agree that, during the one-year period following the Separation Date, I will be subject to and shall comply with the Company’s Restriction on Former Employees’ Work with Vendors policy, as in effect on the Separation Date.
16. Arbitration. I hereby agree that except as expressly set forth below, all disputes and any claims arising out of or under or relating to this Agreement, including without limitation, any dispute or controversy as to the validity, interpretation, construction, application, performance, breach or enforcement of this Agreement or any of its terms, shall be submitted for, and settled by, mandatory, final and binding arbitration in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association. Unless an alternative locale is otherwise agreed to in writing by the parties to this Agreement, the arbitration shall be conducted in the Atlanta, Georgia. The arbitrator will apply Georgia law to the merits of any dispute or claim, without reference to rules of conflicts of law. Any award rendered by the arbitrator shall provide the full remedies available to the parties under the applicable law 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. I hereby consent to the personal jurisdiction of the state and federal courts located in the State of Georgia with venue in the City of Atlanta for any action or proceeding arising from or relating to any arbitration under this Agreement. 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. However, Delta will pay all fees associated with the American Arbitration Association and the arbitrator. All parties must initial here for this Section 16 to be effective:
/s/ MS Michael Spanos
/s/ KE Delta Air Lines, Inc., Kelley Elliott, Vice President – HR Services & Total Rewards
17. Injunctive Relief in Aid of Arbitration; Forum Selection. I hereby acknowledge and agree that the provisions contained in Sections 8 through 15 of this Agreement are reasonably necessary to protect the legitimate business interests of Delta, and that any breach of any of these provisions will result in immediate and irreparable injury to Delta for which monetary damages will not be an adequate remedy. I further acknowledge that if any such provision is breached or threatened to be breached, Delta will be entitled to seek a temporary restraining order, preliminary injunction, or other equitable relief in aid of arbitration in any court of competent jurisdiction, without the necessity of posting a bond, restraining me from continuing to commit any violation of the covenants, and I hereby irrevocably consent to the
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jurisdiction of the state and federal courts of the State of Georgia, with venue in the City of Atlanta, which shall have jurisdiction to hear and determine any claim for a temporary restraining order, preliminary injunction, or other equitable relief brought against me by Delta in aid of arbitration.
18. Consequences of Breach. Furthermore, I acknowledge that, in partial consideration for the payments and benefits described in the Plan, the Initial Equity Award Agreement, the MIP, the LTIPs and this Agreement, Delta is requiring that I agree to and comply with the terms of Sections 8 through 15 and I hereby agree that without limiting any of the foregoing, should I violate any of the terms of Sections 8 through 15, I: (a) will not be entitled to and shall not receive any benefits under the Plan, the Initial Equity Award Agreement, the 2024 MIP, the LTIPs and this Agreement and (b) shall repay to Delta all cash compensation I have received under the Plan, the 2024 MIP and the LTIPs.
19. Tolling. I further agree that in the event the enforceability of any of the restrictions as set forth in Sections 11 through 13 of this Agreement are challenged and I am not preliminarily or otherwise enjoined from breaching such restriction(s) pending a final determination of the issues, then, if an arbitrator, or upon review of any arbitrator’s decision, a court, concludes that the challenged restriction(s) is enforceable, the time period set forth in such Section(s) shall be deemed tolled upon the filing of the arbitration or action seeking injunctive or other equitable relief in aid of arbitration, whichever is first in time, until the dispute is finally resolved and all periods of appeal have expired.
20. Governing Law. Unless governed by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to principles of conflicts of laws of that State. This shall not prevent Delta from pursuing claims and receiving relief under both Georgia and federal law.
21. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, I HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF, UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY DISPUTE CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF DELTA OR ME, OR ANY EXERCISE BY DELTA OR ME OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. I FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR DELTA TO ISSUE AND ACCEPT THIS AGREEMENT.
22. Validity; Severability. 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, 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. The invalidity, illegality, or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
23. Successors. This Agreement shall be binding upon, and inure to the benefit of me, Delta, and each of our heirs, administrators, representatives, executors and assigns. This Agreement shall be binding upon and inure to the benefit of Delta and its successors, and past, current and future fiduciaries, directors, shareholders, administrators, subsidiaries, agents, employees, and assigns.
24. Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement.
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25. Entire Agreement. This Agreement (along with the respective terms of any retirement and equity-based benefit plans in which I participated during my employment with Delta) sets forth the entire Agreement between Delta and me and supersedes any other written or oral agreement concerning the subject matter hereof. 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.
26. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.
27. Offset. To the extent permitted by law, the Company may set off against and I authorize the Company to deduct from any payments due me or to my estate, heirs, legal representatives or successors, any amounts that may be due and owing to the Company by me, whether arising under the Plan, this Agreement or otherwise; provided, however, that an election by the Company not to reduce any such payment or payments shall not constitute a waiver of its claim for such amounts due or owed to the Company.
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IN WITNESS WHEREOF, Delta has executed this Agreement on the 23rd day of August, 2024, and Michael Spanos has executed this Agreement on the date indicated below.
/s/ Michael Spanos
Michael Spanos
Date: August 22, 2024
/s/ Kelley Elliott
Kelley Elliott Vice President – HR Services & Total Rewards Delta Air Lines, Inc.
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Exhibit 1
Subsidiary and Company Division Competitors
1. If I was employed by, or had a significant role with and spent more than 75% of my time providing services to Delta Vacations, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: ALG Vacations; Classic Vacations, LLC; Costco Travel; FC USA, Inc.; Sun Country Vacations; and Travel Impressions.
2. If I was employed by, or had a significant role with and spent more than 75% of my time providing services to Monroe Energy, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: Energy Transfer LP; PBF Energy Inc.; Phillips 66 Company; and Sunoco LP.
3. If I was employed by, or had a significant role with and spent more than 75% of my time providing services to Endeavor Air, Inc., the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: Air Wisconsin Airlines Corporation; CommuteAir LLC; Envoy Air, Inc.; Horizon Air Industries, Inc.; Jazz Aviation , LP; Mesa Air Group, Inc.; Piedmont Airlines, Inc.; PSA Airlines, Inc.; Republic Airways Holdings Inc.; Skywest, Inc.; and Trans States Holdings, Inc.
4. If I was employed by the Company in its TechOps division, the following entities (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: AAR Corp.; GE Aviation Service Operation LLP, GE Aviation Systems Group Limited, GE Aviation Systems North America, Inc. GE Aviation UK; Honeywell International , Inc.; Hong Kong Aircraft Engineering Company LTD (HAECO) (Americas and international); Lufthansa Technik AG; the MTU Maintenance businesses of MTU Aero Engines (domestic and international); Pratt & Whitney; Singapore Technologies Aerospace Ltd.; and Raytheon Technologies Corporation.
5. If I was employed by the Company in its Delta Connection division, the following entities (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: Air Wisconsin Airlines Corporation; CommuteAir LLC; Envoy Air, Inc.; Horizon Air Industries, Inc.; Jazz Aviation, LP; Mesa Air Group, Inc.; Piedmont Airlines, Inc.; PSA Airlines, Inc.; Republic Airways Holdings Inc.; Skywest, Inc.; and Trans States Holdings, Inc.
6. If I was employed by, or had a significant role with and spent more than 75% of my time providing services to Delta Material Services, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: AAR Corp; AerSale, Inc.; AJ Walter Aviation Limited; GA Telesis, LLC; Unical Aviation , Inc.; and VAS Aero Services, LLC.
7. If I was employed by, or had a significant role with and spent more than 75% of my time providing services to Delta Flight Products, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: Airbus SE; Collins Aerospace; EnCore Aerospace LLC; Gulfstream Aerospace Corporation (excluding corporate parent); Hong Kong Aircraft Engineering Company Limited (HAECO); JAMCO Corporation; Panasonic Avionics Corporation
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(excluding corporate parent); Safron Group; ST Engineering Group; Thales Group; and The Boeing Company.
8. If I was employed by, or had a significant role with and spent more than 75% of my time providing services to Delta Professional Services, LLC, the following entities, (including the successors thereto) and any corporate parent or any partially or wholly owned subsidiary of such entities shall be included as competitors under Section 11.b.iv of this Agreement: CAE Inc., CCL Aviation and FlightSafety International Inc. (excluding corporate parent).