Exhibit
10.4


Board
of Directors Awards





Date


Notice of Grant – Northwest Airlines Corporation 2007 Stock
Incentive Plan


Name


Address1


Address2


	
  

  	
   

  	
  Award(1)

  
	
  Grant Date

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  Grant Award Type

  	
   

  	
  Non Qualified
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Units / Shares

  	
   

  	
  x,xxx

  
	
   

  	
   

  	
   

  
	
  Exercise Price

  	
   

  	
  $   .  (2)

  
	
   

  	
   

  	
   

  
	
  Grant Date Value(3)

  	
   

  	
  $xx,xxx

  



 


	
  Vesting Schedule:

  	
   

  	
  (# shares)

  
	
   

  	
   

  	
   

  
	
  - Date

  	
   

  	
  x,xxx

  
	
  - Date

  	
   

  	
  x,xxx

  
	
  - Date

  	
   

  	
  x,xxx

  
	
  - Date

  	
   

  	
  x,xxx

  
	
  - Date

  	
   

  	
  x,xxx

  
	
  - Date

  	
   

  	
  x,xxx

  
	
  - Date

  	
   

  	
  x,xxx

  
	
  Expiration

  	
   

  	
  Date

  



 






(1)  The Award is subject to the terms and
conditions set forth in the Terms and
Conditions attached hereto. A copy of the Prospectus relating to the
Plan, which summarizes the provisions of the Plan is also enclosed.


(2)  The Exercise price for the stock
option is equal to the fair market value (FMV) of a share of Northwest Airlines
Corporation common stock on the Grant Date. 
FMV, as of a particular date, represents the closing price of a share of
common stock on the New York Stock Exchange (NYSE) on such date (ticker “NWA”).


(3)  Grant Date value is an estimate of the
value of the Award as of the Grant Date. 
This value is based on a Black-Scholes valuation using the FMV of a
share of common stock on the Grant Date ($      per
share) and a factor of    . 
The Black-Scholes Model uses stock price, expiration date, risk-free
rate of return and volatility to estimate the value of a stock option.


As a member of the Board of Directors of NWA, you are
subject to the Company’s Insider Trading Policy.  You are subject to quarterly limited trading
periods during which you are prohibited from trading in securities of Northwest
Airlines Corporation and you are also required to report any transactions in
such securities pursuant to Section 16 of the Securities Exchange Act of
1934.  See the enclosed Insider Trading
Policy for details.


To access
information pertaining to your awards or request additional information, please
contact                                  .


NORTHWEST AIRLINES
CORPORATION


	
  By:

  	
   

  	
   

  



 













NORTHWEST AIRLINES
CORPORATION

2007 STOCK INCENTIVE PLAN


FORM OF NON-QUALIFIED STOCK OPTION AWARD 


Terms and Conditions 


This Terms and Conditions
(the “Terms and Conditions”) sets forth the terms pursuant to which NORTHWEST
AIRLINES CORPORATION, a Delaware corporation (the “Company”), has granted a
non-qualified stock option to the non-employee member of the Board of Directors
of the Company (the “Optionee”) whose name is listed on the Notice of Grant
accompanying these Terms and Conditions (the “Notice of Grant”) pursuant to and
subject to the terms and conditions of the Northwest Airlines Corporation 2007
Stock Incentive Plan (as amended, modified or supplemented from time to time,
the “Plan”).


Section 1.  Definitions


Unless otherwise defined
in the Terms and Conditions, all capitalized terms used herein shall have the
meanings attributed to them in the Plan or in the Notice of Grant.


1.1                                   “Common
Stock” shall mean the common stock, par value $.01 per share, of the
Company or such other securities or property as may become subject to the
Option as a result of an adjustment made pursuant to Section 13 of the Plan.


1.2                                 “Expiration Date” shall mean the day
immediately preceding the tenth (10th) anniversary of the Grant Date.


1.3                                 “Grant Date” shall mean the date of
grant of the Option set forth on the Notice of Grant accompanying these Terms
and Conditions.


1.4                                 “Option” shall mean the right and
option to purchase, subject to the terms and conditions set forth in these
Terms and Conditions, all or any part of the number of shares of Common Stock
specified in the Notice of Grant, subject to adjustment as set forth in the
Plan.


1.5                                 “Option Price” shall mean the
purchase price of the shares of Common Stock subject to the Option, which shall
be equal to the Fair Market Value of a share of Common Stock as of the Grant
Date, as set forth in the Notice of Grant attached hereto.


1.6                                 “Secretary” shall mean the Secretary
of the Company.


1.7                                  “Vesting Date(s)” shall mean each
of the vesting dates set forth in Section 3.


1.8                                 “Vested Portion” shall mean, at any
time, the portion of the Option which has become vested and exercisable in
accordance with Sections 3 and 4.



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Section 2.  Grant of the Option


Effective as of the Grant
Date, the Company granted to the Optionee pursuant to the Plan the Option with
respect to the number of shares of Common Stock specified in the Notice of
Grant (which shares may be adjusted pursuant to Section 13 of the Plan),
subject to these Terms and Conditions. The Option is intended to be a
non-qualified stock option, and is not intended to be treated as an option that
complies with Section 422 of the Internal Revenue Code of 1986, as amended.


Section 3.  Vesting


Subject to Section 4 hereof, the Option shall
vest and become exercisable in installments (each installment, a “Vesting
Period”) in accordance with the following:


·                   [insert vesting
schedule] 


Section
4.  Termination
of Service as a Director


4.1                                 Termination of Service as a Director.  In the event Optionee ceases to be a member
of the Company’s Board of Directors for any reason prior to one or more of the
Vesting Dates set forth in Section 3 hereof, then a pro rata share of the
portion of the Option subject to vesting on the next succeeding Vesting Date
based on the percentage of the current Vesting Period that shall have elapsed
through the date the Optionee ceased to be a member of the Board will become
immediately vested and exercisable and the remaining unvested portion of the
Option will be canceled immediately upon such date and the Optionee shall
automatically forfeit all rights with respect to such portion of the Option.  


4.2                                 Change of Control.  Notwithstanding any other provision of these
Terms and Conditions, in the event the Optionee ceases to be a member of the
Company’s Board of Directors in connection with a Change of Control, 100% of
the Option shall immediately vest and become fully exercisable (to the extent
not previously vested and become exercisable) as of the date the Optionee
ceases to be a member of the Company’s Board of Directors in connection with
the Change of Control.


Section 5.  Exercise of Option


5.1                                 Period of Exercise. 
Subject to the provisions of the Plan and these Terms and Conditions,
the Optionee may exercise all or any part of the Vested Portion of the Option
at any time on or before the earliest to occur of:


(a)                                                        the Expiration Date;



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(b)                                                        if
the Optionee ceases to be a member of the Company’s Board of Directors by
reason of the Optionee’s death, the one-year anniversary of the Optionee’s
death; and


(c)                                                        If the Optionee ceases to be a member of
the Company’s Board of Directors for any reason other than the Optionee’s
death, ninety (90) days following the date the Optionee ceases to be a member
of the Company’s Board of Directors.


5.2                                 Method of Exercise.


(a)                                Subject to Section 5.1, the Vested Portion of the Option may be
exercised by delivering to the Company (or any stock plan administrative agent
appointed by the Company) a written or electronic notice of exercise and
payment of the full price of the shares of Common Stock being purchased,
pursuant to one of the exercise methods described in Section 6.1(d) of the
Plan.


(b)                                 Notwithstanding any other provision of the
Plan or the Terms and Conditions to the contrary, the Option may not be
exercised prior to the completion of any registration or qualification of the
Option or the shares of Common Stock under applicable state and federal
securities or other laws, or under any ruling or regulation of any governmental
body or national securities exchange that the Committee shall in its sole
discretion determine to be necessary or advisable.


(c)                                   Upon the Company’s determination that the Option
has been validly exercised as to any of the shares of Common Stock, the Company
shall issue the shares of Common Stock in the Optionee’s name (or cause the
Company’s transfer agent to record the Optionee as the owner of such shares).


Section 6.  Legend on Certificates


The certificates
representing the shares of Common Stock purchased by exercise of the Option
shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which such shares are listed, and any applicable Federal or state
laws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.


Section 7.  Transferability


The Option may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Optionee otherwise than by will or by the laws of descent and
distribution, and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Subsidiary. 
No such permitted transfer of the Option to heirs or legatees of the
Optionee shall be effective to bind the Company unless the Company shall have
been furnished with written notice thereof and a copy of such evidence as the
Company may deem necessary to establish the validity of the transfer 



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and the acceptance by the transferee or transferees of
the terms and conditions hereof.  During
the Optionee’s lifetime, the Option is exercisable only by the Optionee.


Section 8.  Securities Law Requirements


By accepting the Option,
the Optionee agrees that if at the time of delivery of shares of Common Stock
following the exercise of the Options issued hereunder any sale of Common Stock
is not covered by an effective registration statement filed under the
Securities Act of 1933 (the “Act”), the Optionee will acquire the shares of
Common Stock for the Optionee’s own account and without a view to resale or
distribution in violation of the Act or any other securities law, and upon any
such acquisition the Optionee will enter into such written representations,
warranties and agreements as the Company may reasonably request in order to
comply with the Terms and Conditions, the Act or any other securities law.


Section 9.  Option Does Not Confer Stockholder Rights


The Optionee shall not
have any of the rights of a stockholder of the Company with respect to the
Options except and to the extent that, and until, shares of Common Stock are
delivered in respect thereof following the exercise of the Options. The
Optionee shall not be entitled to receive any dividends with respect to the
Options which become payable prior to the date(s) on which shares of Common
Stock are delivered to the Optionee, nor shall the Optionee be entitled to vote
the shares of Common Stock covered by the Options prior to the delivery of such
shares of Common Stock.


Section 10.  General Provisions


10.1                          The Notice of Grant is made pursuant to the
Plan and is subject to all of the terms and provisions of the Plan as if the
same were fully set forth herein. By acceptance of the Option, the Optionee
agrees to be bound by all of the terms, provisions, conditions and limitations
of the Plan and the Terms and Conditions. 
The Optionee hereby acknowledges receipt of a copy of the Plan.


10.2                           The Optionee shall be responsible for any
and all taxes imposed, assessed or levied in connection with the Option.


10.3                           The headings of sections herein are
included solely for convenience of reference and shall not affect the meaning
of any of the provisions of the Terms and Conditions.


10.4                         The Terms and Conditions may be amended
only by a writing executed by the Company and the Optionee which specifically
states that it is amending the Terms and Conditions.


10.5                         The
laws of the State of Delaware shall govern the interpretation, validity and
performance of the Terms and Conditions regardless of the law that might be
applied under principles of conflicts of laws.



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10.6                         Any suit, action or proceeding against the
Optionee with respect to the Terms and Conditions, or any judgment entered by
any court in respect of any thereof, may be brought in any court of competent
jurisdiction in the State of Minnesota, as the Company may elect in its sole
discretion, and the Optionee hereby submits to the non-exclusive
jurisdiction of such courts for the purpose of any such suit, action,
proceeding or judgment.


10.7                           In the event that any provision of the
Terms and Conditions shall be held by any court of competent jurisdiction
illegal, invalid or unenforceable for any reason, such provision shall be fully
severable, but shall not affect the remaining provisions of the Terms and
Conditions and the Terms and Conditions shall be construed and enforced as if
the illegal, invalid or unenforceable provision had never been included herein.


10.8                         All notices and other communications
provided for herein shall be in writing and shall be deemed to have been duly
given if delivered by hand (whether by overnight courier or otherwise) or sent
by registered or certified mail, return receipt requested, postage prepaid, to
the party to whom it is directed:


If to the Company, to it
at the following address (unless the Company informs the Optionee of an
alternative address and/or agent for notification purposes):


Northwest Airlines
Corporation


2700 Lone Oak Parkway


Dept. A1180


Eagan, MN  55121


Attn:  Secretary


If to the Optionee, to
him or her at the address set forth on the Notice of Grant; or at such other
address as the Company or the Optionee shall from time to time specify by
notice in writing to the other.


10.9                         The Notice of Grant may be executed
electronically and/or in two or more counterparts, but all such counterparts
shall constitute but one and the same instrument.



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