Exhibit
10.3


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

  	
   

  	
  Restricted Stock
  Unit

  
	
   

  	
   

  	
   

  
	
  Units /
  Shares

  	
   

  	
  x,xxx

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price

  	
   

  	
  n/a

  
	
   

  	
   

  	
   

  
	
  Grant
  Date Value(2)

  	
   

  	
  $xx,xxx

  



 


	
  Vesting Schedule:

  	
   

  	
  (# units)

  
	
   

  	
   

  	
   

  
	
  - 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)  Grant Date value is an estimate of the
value of the Award as of the Grant Date. 
This value is equal to the number of units awarded multiplied by the FMV
of a share of Common Stock on the Grant Date ($  .  per
share).


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


RESTRICTED STOCK UNIT
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
restricted stock units to the non-employee member of the Board of Directors of
the Company (the “Grantee”) 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                                 “Award” shall
mean the Restricted Stock Unit award granted to the Grantee as of the Grant
Date on the terms and conditions set forth in these Terms and Conditions.


1.2                                  “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 Award as a result of
an adjustment made pursuant to Section 13 of the Plan.


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


1.4                                 “Restricted Stock
Unit” shall mean the right to receive on the dates set forth herein and
subject to the terms and conditions set forth in these Terms and Conditions the
number of shares of Common Stock specified in the Notice of Grant, subject to adjustment as set forth in the
Plan.


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


1.6                                  “Vesting Date(s)”
shall mean each of the vesting dates set forth in Section 3.1 hereof.


Section 2.          The Restricted Stock Unit
Award


Effective
as of the Grant Date, the Company granted to the Grantee pursuant to the
Plan an Award of Restricted Stock Units 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.



 2
 









Section 3.          Vesting; Forfeiture


3.1                                 Vesting.  Subject
to Sections 3.2 and 3.3 hereof, the Restricted Stock Units shall vest in
installments as follows:


·                  [insert
vesting schedule]


3.2                                 Termination of Service as a Director.  Subject to Section 3.3 hereof, in the event
Grantee 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 3.1
hereof, then a pro rata share of the portion of the Award 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 Grantee ceased to be a
member of the Board will become immediately vested and the remaining unvested
portion of the Award will be canceled immediately upon such date and the
Grantee shall automatically forfeit all rights with respect to such portion of
the Award.


3.3                                 Change of Control.  Notwithstanding any other provision of these
Terms and Conditions, in the event the Grantee ceases to be a member of the
Company’s Board of Directors in connection with a Change of Control, 100% of the
Restricted Stock Units shall immediately vest (to the extent not previously
vested).


Section 4.          Restrictions on Transfer


Prior to the delivery of shares of Common Stock pursuant to Section 5
in respect of the Restricted Stock Units, the Restricted Stock Units are not
transferable and may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution.  No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities or other obligations of the Grantee.


Section 5.          Issuance of Shares


Promptly upon vesting of any
portion of the Restricted Stock Units in accordance with Section 3 hereof, the
Company shall deliver to the Grantee or the Grantee’s legal representatives,
beneficiaries or heirs the number of shares of Common Stock corresponding to such
vested portion of the Restricted Stock Units.  
In the case of any non-certificated shares of Common Stock, delivery of
such shares may be accomplished by causing the Company’s stock transfer agent
to record the Grantee as the owner of such shares and notifying the Grantee
accordingly.


Section 6.          Securities Law
Requirements


By accepting the Award,
the Grantee agrees that if at the time of delivery of shares of Common Stock
for the Restricted Stock Units issued hereunder any sale of Common Stock is not
covered by an effective registration statement filed under the Securities Act
of 1933 (the “Act”), 



 3
 









the Grantee will acquire the shares of Common Stock for
the Grantee’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 Grantee will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with the
terms of these Terms and Conditions, the Act or any other securities law.


Section 7.          Award Does Not Confer
Stockholder Rights


Grantee shall not have
any of the rights of a stockholder of the Company with respect to the Restricted
Stock Units except and to the extent that, and until, shares of Common Stock are
delivered in respect thereof pursuant to Section 5. The Grantee shall not be
entitled to receive any dividends with respect to the Restricted Stock Units which
become payable prior to the date(s) on which shares of Common Stock are
delivered to the Grantee pursuant to Section 5, nor shall the Grantee be
entitled to vote the shares of Common Stock covered by the Restricted Stock Units
prior to the delivery of such shares of Common Stock.


Section 8.          General Provisions


8.1                                 The Notice of Award 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
Award, the Grantee agrees to be bound by all of the terms, provisions,
conditions and limitations of the Plan and the Terms and Conditions.  The Grantee hereby acknowledges receipt of a
copy of the Plan.


8.2                                 Grantee shall be
responsible for any and all taxes imposed, assessed or levied in connection
with the Award.


8.3                                 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.


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


8.5                                 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.


8.6                                 Any suit, action or
proceeding against the Grantee with respect to these 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 Grantee hereby submits to the non-exclusive
jurisdiction of such courts for the purpose of any such suit, action,
proceeding or judgment.


8.7                                 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 these
Terms and Conditions and these Terms and 



 4
 









Conditions shall be construed and enforced as if the illegal, invalid
or unenforceable provision had never been included herein.


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


8.9                                 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.



 5