EXHIBIT 10.23


MANAGEMENT
COMPENSATION AGREEMENT


between


NORTHWEST
AIRLINES, INC.


and


J.TIMOTHY
GRIFFIN


dated as of


January 14,
2002
















MANAGEMENT
COMPENSATION AGREEMENT


MANAGEMENT COMPENSATION AGREEMENT made as of the 14th day of
January, 2002 between Northwest Airlines, Inc., a Minnesota corporation
(the “Company”) and J. Timothy
Griffin (the “Executive”).


PREAMBLE


The Company and Executive hereby desire to enter into a
Management Compensation Agreement dated as of January 14, 2002.


1. Terms of Employment.


1.1           Employment.  The Company agrees to continue to employ
Executive, and Executive agrees to continue to serve the Company, on the terms
and conditions set forth herein.


1.2           Position and Duties.  During the term of Executive’s employment
hereunder, Executive shall continue to have his title, powers and duties as on
the Effective Date or such other powers and duties as may from time to time be
prescribed by the Company, provided
that such powers and duties are consistent with or represent a promotion from
Executive’s powers and duties as of the Effective Date, unless otherwise
consented to in writing by Executive; provided,
however, that as long as Executive retains a substantial portion of
his then current oversight responsibility, the Company shall be permitted to
transfer a portion of Executive’s oversight responsibility without the consent
of Executive. Executive shall devote substantially all his working time and
effort to the business and affairs of the Company and its affiliates.


2. Compensation.


2.1           Base Salary.  Executive’s Base Salary shall be his base
salary in effect on the Effective Date, as increased thereafter by the Company.
Executive’s Base Salary in effect from time to time may only be reduced in
connection with a base wage reduction for salaried employees of the Company, by
an amount not to exceed 20% of Base Salary in effect on the date of such wage
reduction. For purposes of calculating any other payments or benefits hereunder
(except as specified in Section 2.4) any reductions in Base Salary shall
be disregarded. Executive’s Base Salary shall be payable in accordance with the
Company’s payroll policies.


2.2           Bonus.  Executive shall be entitled to participate in
the Company’s Key Employee Annual Cash Incentive Plan (the “KEACIP”) or any
successor annual bonus plan, the terms and conditions of which shall be
established by the Board from time to time.


2.3           Expenses.  During the term of Executive’s employment
hereunder, Executive shall be entitled to receive prompt reimbursements for all
reasonable expenses incurred in performing services hereunder, provided that Executive properly accounts
therefor in accordance with Company policy.


2.4           Compensation and Benefit Programs of the Company.  Except as
set forth below, Executive shall continue while employed hereunder to
participate in the Company’s employee compensation and benefit programs (or any
successor programs) at levels in effect on the Effective Date. Exceptions to
the preceding sentence are:


(a)   Amounts payable to Executive under the Company’s
benefit programs may be reduced to reflect a benefit reduction for salaried
employees of the Company, in the same manner that salaried employees are
generally affected by such reduction.


(b)   Executive shall not participate in any severance
pay plan or annual bonus plan maintained by the Company except to the extent
necessary to receive any severance or bonus payments specifically provided for
hereunder.


3. Other Benefits.


3.1           Airline Pass.  Executive shall be entitled to receive upon
termination of employment lifetime airline pass privileges for the personal use
of Executive and his or her spouse or registered domestic 













partner and dependent children so long as spouses, registered domestic
partners and dependent children of employees generally are eligible for
nonrevenue travel pursuant to the Company’s pass policies (hereinafter, “Eligible
Individuals”). Such airline pass privileges (the “Airline Pass”) shall entitle
Executive and Eligible Individuals to travel on regularly scheduled Northwest
domestic and international flights, subject to all charges and fees then
applicable to active management employees of the Company and their dependents
and pursuant to the Company’s pass policies in effect from time to time, with
boarding priority of F-1 or the equivalent thereof for ten (10) years from
and after the date such pass is issued and 1-R or the equivalent thereof after
such ten year period. Executive shall be responsible for any personal income
tax liability arising from such pass travel. Notwithstanding the foregoing, all
benefits under this Section 3 shall immediately and permanently cease in
the event Executive violates the Company’s pass policies in connection with
such travel and/or in the event that Executive is or becomes, at any time
thereafter, an employee of any of the top five airlines in the United States
(other than the Company) ranked by revenue passenger miles.


3.2           Medical and Dental Benefits.  While employed by the Company and thereafter
during the Executive’s lifetime, Executive and his eligible dependents shall be
entitled to participate in the Company’s medical and dental plans generally
applicable to all management employees of the Company under the same terms and
conditions as shall apply to such management employees; provided, however, that
if in the future Executive becomes employed by another employer, such coverage
shall become secondary to any coverage provided by such employer for the period
in which Executive is entitled to such coverage. In addition, while employed by
the Company hereunder, Executive shall be reimbursed by the Company for all
reasonable out of pocket medical and dental expenses incurred by Executive and
his eligible dependents and not otherwise paid or provided for under any
medical plan maintained for Executive’s benefit.


4. Termination of Employment.


4.1           Upon Death.  Executive’s employment hereunder shall
terminate upon his death.


4.2           By the Company.  The Company may terminate Executive’s
employment hereunder at any time with or without Cause.


4.3           By the Executive.  Executive may terminate his employment
hereunder at any time for any reason.


4.4           Notice of Termination, Payments.  Any termination of Executive’s
employment hereunder (other than by death) shall be communicated by thirty
(30) days’ advance written Notice of Termination by the terminating party
to the other party to this Agreement; provided
that no advance Notice of Termination of Executive for Cause by the Company is
required.


5. Payments in the Event of
Termination of Employment.


5.1           Payments in the Event of Termination by the Company for Cause or
Voluntary Termination by Executive.  If Executive’s employment hereunder is
terminated by the Company for Cause, as a result of death or Disability or by
Executive other than for Good Reason, the Company shall pay Executive
(a) his accrued and unpaid Base Salary through the Date of Termination and
(b) any vested or accrued and unpaid payments, rights or benefits
Executive may be otherwise entitled to receive pursuant to the terms of any
written retirement, pension or other employee benefit or compensation plan
maintained by the Company at the time or times provided therein.


5.2           Payments in the Event of Any Other Termination of Employment.  If
Executive’s employment hereunder is terminated by the Company other than for
Cause, or by Executive for Good Reason:


(a)   The Company shall pay Executive (i) his
accrued and unpaid Base Salary through the Date of Termination, (ii) any
bonus under the Key Employee Cash Incentive Bonus Program, or any successor
annual bonus plan, (the “Incentive Bonus”)
for any calendar year ended before the 



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Date of Termination, (iii) a
pro rata share (based on days employed during the applicable year) of the
Incentive Bonus Executive would otherwise have received with respect to the
year in which the Date of Termination occurs, payable at the time the Incentive
Bonus would otherwise be payable to Executive; provided,
however, that 100% of the Incentive Bonus shall be determined solely
with reference to the financial performance of the Company for the year (based
on the goals previously established with respect thereto) (rather than a
portion of the Incentive Bonus determined on the basis of individual
performance); provided, further,
in the event that Company’s performance exceeds 100% of the financial
performance target for the year, that portion of the Incentive Bonus that would
have, but for this Section 5.2(a), related to the achievement of the
individual performance target shall be 100% and (iv) any vested or accrued
and unpaid payments, rights or benefits Executive may be otherwise entitled to
receive pursuant to the terms of any written retirement, pension or other employee
benefit or compensation plan maintained by the Company at the time or times
provided therein.


(b)   In addition to the compensation and benefits
described in Section 5.2(a):


(i)    The Company shall pay Executive, no later than
thirty (30) days following Executive’s termination of employment, a lump
sum amount equal to two (2) times the sum of (i) Executive’s annual
Base Salary and (ii) the target Incentive Bonus for Executive with respect
to the year in which the Date of Termination occurs (or if no target has been
set for that year, the target Incentive Bonus for the immediately preceding
year).


(ii)   Until the earlier of the fourth anniversary of
Executive’s Date of Termination or the date Executive is employed by a new
employer, Executive, his dependents, beneficiaries and estate shall be entitled
to all benefits under the Company’s group life insurance as if Executive were
still employed by the Company hereunder during such period.


(c)   Executive shall not be required to mitigate the
amount of any payment provided for in this Section 5.2 by seeking other
employment or otherwise, and no such payment shall be offset or reduced as a
result of Executive obtaining new employment.


(d)   Notwithstanding anything else to the contrary in
this Agreement, the Company’s obligation regarding the payments and other
benefits provided for in Sections 5.2(a)(iii) and 5.2(b)(i) and
(ii) is expressly conditioned upon the execution, delivery and
non-revocation of a general release in the form attached hereto as Attachment
A.


5.3           Board/Committee Resignation.  Executive’s termination of employment for any
reason, shall constitute, as of the date of such termination and to the extent
applicable, a resignation as an officer of the Company and a resignation from
the Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of any of the Company’s affiliates and from the board of
directors or similar governing body of any corporation, limited liability
company or other entity in which the Company or any affiliate holds an equity
interest and with respect to which board or similar governing body Executive
serves as the Company’s or such affiliate’s designee or other representative.


6. Confidentiality; Non-Compete;
Non-Solicitation; Nondisparagement.


While employed by the Company and thereafter, Executive
shall not disclose any Confidential Information either directly or indirectly,
to anyone (other than appropriate Company employees and advisors), or use such
information for his own account, or for the account of any other person or
entity, without the prior written consent of the Company or except as required
by law. This confidentiality covenant has no temporal or geographical
restriction. For purposes of this Agreement, “Confidential Information” shall
mean all non-public information respecting the Company’s business, including,
but not limited to, its services, pricing, scheduling, products, research and
development, processes, customer lists, marketing plans and strategies,
financing plans and the terms and provisions of this Agreement, but excluding
information that is, or becomes, available to the public (unless such 



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availability occurs through an unauthorized act on the part of the
Executive). Upon termination of this Agreement, Executive shall promptly supply
to the Company all property and any other tangible product or document that has
been produced by, received by or otherwise submitted to Executive during or
prior to his term of employment, and shall not retain any copies thereof.


Executive acknowledges that his services are of special,
unique and extraordinary value to the Company. Accordingly, Executive shall not
at any time prior to the first anniversary of the Date of Termination
(i) become an employee, consultant, officer, partner or director of any
air carrier which competes with the Company (or any of its affiliates) or
(ii) whether on Executive’s own behalf or on behalf of or in conjunction
with any person, company, business entity or other organization whatsoever,
directly or indirectly solicit or encourage any employee of the Company or its
affiliates to leave the employment of the Company or its affiliates.


While employed by the Company and thereafter, Executive
agrees not to make any untruthful or disparaging statements, written or oral,
about the Company, its affiliates, their predecessors or successors or any of
their past and present officers, directors, stockholders, partners, members,
agents and employees or the Company’s business practices, operations or
personnel policies and practices to any of the Company’s customers, clients,
competitors, suppliers, investors, directors, consultants, employees, former
employees, or the press or other media in any country.


Executive agrees that any breach of the terms of this
Section 6 would result in irreparable injury and damage for which there
would be no adequate remedy at law, and that, in the event of said breach or
any threat of breach, the Company shall be entitled to an immediate injunction
and restraining order to prevent such breach or threatened breach, without
having to prove damages, in addition to any other remedies to which the Company
may be entitled at law or in equity. Executive further agrees that the
provisions of the covenant not to compete are reasonable. Should a court
determine, however, that any provision of the covenant not to compete is
unreasonable, either in period of time, geographical area, or otherwise, the
parties hereto agree that the covenant should be interpreted and enforced to
the maximum extent which such court deems reasonable. The provisions of this
Section 6 shall survive any termination of this Agreement and Executive’s
term of employment. The existence of any claim or cause of action or otherwise,
shall not constitute a defense to the enforcement of the covenants and
agreements of this Section 6.


7. Successors and Assigns.


(a)   This Agreement shall bind any successor to the Company, whether by
purchase, merger, consolidation or otherwise, in the same manner and to the
same extent that the Company would be obligated under this Agreement if no such
succession had taken place.


(b)   This Agreement shall not be assignable by Executive. This Agreement and
all rights of Executive hereunder shall inure to the benefit of and be
enforceable by, Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributes, devises and legatees.


8. Term.


The term of this Agreement shall commence on the
Effective Date and end upon the Executive’s termination of employment. The
rights and obligations of the Company and Executive shall survive the
termination of this Agreement to the fullest extent necessary to give effect to
the terms hereof.


9. Notices.


Notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered to and mailed by United States mail, addressed:


(a)   if to Executive, to the address set forth on the
signature page hereto, and



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(b)   if to the Company, c/o Northwest
Airlines, Inc., 2700 Lone Oak Parkway, Eagan, Minnesota 55121, Attention:
General Counsel,


or, in each case, to such other address as may have been furnished in
writing.


10. Withholding.


All payments required to be made by the Company hereunder
shall be subject to the withholding and/or deduction of such amounts as are
required to be withheld or deducted pursuant to any applicable law or
regulation. The Company shall have the right and is hereby authorized to
withhold or deduct from any compensation or other amount owing to Executive,
applicable withholding taxes and deductions and to take such action as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes or deductions.


11. Certain Defined Terms.


As used herein, the following terms have the following meanings:


“Agreement”
shall mean this Management Compensation Agreement, as the same may be amended,
supplemented or otherwise modified from time to time in accordance herewith.


“Base Salary”
shall mean the salary of the Executive in effect from time to time under
Section 2.1.


“Board”
shall mean the Board of Directors of the Company.


“Cause”
shall mean with respect to termination by the Company of Executive’s employment
hereunder (i) an act or acts of dishonesty by Executive resulting in, or
intended to result in, directly or indirectly, any personal enrichment of
Executive, (ii) an act or acts of dishonesty by Executive intended to
cause substantial injury to the Company, (iii) material breach (other than
as a result of a Disability) by Executive of Executive’s obligations under this
Agreement which action was (a) undertaken without a reasonable belief that
the action was in the best interests of the Company and (b) not remedied
within a reasonable period of time after receipt of written notice from the
Company specifying the alleged breach, (iv) Executive’s conviction of, or
plea of nolo contendere to, a crime constituting (a) a felony under the
laws of any country, the United States or any state thereof or (b) a
misdemeanor involving moral turpitude or (v) a material breach of
(a) the Company’s Code of Business Conduct or (b) the provisions of
this Agreement.


“Date of Termination”
shall mean, with respect to Executive, the date of termination of Executive’s
employment hereunder after the notice period provided by Section 4.4.


“Disability”
shall mean Executive’s physical or mental condition which prevents continued
performance of his duties hereunder, if Executive establishes by medical
evidence that such condition will be permanent and continuous during the remainder
of Executive’s life or is likely to be of at least three (3) years
duration.


“Effective Date”
shall mean January 14, 2002.


“Good Reason”
shall mean with respect to an Executive, any one or more of the following:


(a)   a material reduction in Executive’s Base Salary or
level of target bonus under the KEACIP or any successor bonus plan (except as
permitted hereunder);


(b)   except as otherwise provided in Section 1.2,
any substantial and sustained diminution in Executive’s authority or
responsibilities hereunder;


(c)   the relocation of the Company’s principal
executive offices to a location outside the Minneapolis-St. Paul Metropolitan
Area;


(d)   a failure by the Company to comply with any
provision of this Agreement;



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provided, however, that the foregoing events shall constitute Good
Reason only if the Company fails to cure such event within thirty
(30) days after receipt from Executive of written notice of the event
which constitutes Good Reason; provided,
further, that “Good Reason” shall cease to exist for an event on the
60th day
following the later of its occurrence or Executive’s knowledge thereof, unless
Executive has given the Company written notice thereof prior to such date.


In order for Executive’s termination of his employment to
be considered for Good Reason, such termination must occur within one
(1) year after the event giving rise to such Good Reason. Executive’s
continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason hereunder.


“Notice of Termination”
shall mean a notice specifying the Date of Termination.


12. Executive Representation.


Executive hereby represents to the Company that the
execution and delivery of this Agreement by Executive and the Company and the
performance by Executive of Executive’s duties hereunder shall not constitute a
breach of, or otherwise contravene, the terms of any employment agreement or
other agreement or policy to which Executive is a party or otherwise bound.


13. Amendment.


No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing signed by Executive and an authorized officer of the Company.


14. Governing Law.


The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Minnesota, without regard to principles of conflicts of laws.


15. Validity.


The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement which shall remain in full force and
effect.


16. Arbitration.


Except as otherwise provided in Section 17 of this
Agreement, all disputes and controversies arising from or in conjunction with
Executive’s employment with, or any termination from, the Company and all
disputes and controversies arising under or in connection with this Agreement
(except claims for vested benefits brought under ERISA) shall be settled by
mandatory arbitration conducted before one arbitrator having knowledge of
employment law in accordance with the rules for expedited resolution of
employment disputes of the American Arbitration Association then in effect. The
arbitration shall be held in the Minneapolis/St. Paul metropolitan area at a
location selected by the Company. The determination of the arbitrator shall be
made within thirty (30) days following the close of the hearing on any
dispute or controversy and shall be final and binding on the parties. The parties
hereby waive their right to a trial of any and all claims arising out of this
Agreement or breach of this Agreement. All costs and expenses incurred in
connection with any arbitration including, without limitation, arbitrator and
attorney’s fees, shall be paid by the nonprevailing party in the arbitration
unless the arbitrator determines that such expenses must be otherwise allocated
under applicable law to maintain the validity of this Section 16.


17. Specific Performance.


Notwithstanding Section 16 of this Agreement, if
Executive breaches or threatens to commit a breach of Section 6 of this
Agreement, the Company shall have the right to specific performance (i.e., 



 6
 









the right and remedy to have the terms and conditions of Section 6
specifically enforced by any court of competent jurisdiction), it being agreed
that any breach or threatened breach of Section 6 would cause irreparable
injury and that money damages may not provide an adequate remedy.


18. Cooperation.


Executive shall provide his reasonable cooperation in
connection with any investigation, action or proceeding (or any appeal from any
action or proceeding) which relates to events occurring during Executive’s
employment hereunder. This provision shall survive any termination of this
Agreement.


19. Compensation Limitation.


Notwithstanding the foregoing, Executive and the Company
agree that (i) to the extent permitted by the Air Transportation Safety
and System Stabilization Act (the “Act”) any payments or benefits payable to
Executive under this Agreement (including, without limitation, payments under
Sections 2 and 5 hereof) or pursuant to any other compensation or benefit plan
of the Company or other arrangement between the Company and Executive that do
not comply with the Act shall be deferred until such payments or benefits may
be paid under the Act, and (ii) to the extent the Act does not permit the
deferral of any such payments or benefits, the maximum compensation and/or
severance Executive may receive from the Company under this Agreement or any
other compensation or benefit plan of the Company or other arrangement between
the Company and Executive will not exceed the amount allowed under the Act.


20. Entire Agreement.


This Agreement, together with the Release, any award
agreement between the Company and Executive entered into pursuant to the
Company’s stock incentive plans, the Company’s employee benefit plans in which
Executive will continue to participate as provided in this Agreement, and any
written arrangements in respect of travel on other airlines, contain the entire
understanding between the Company and Executive with respect to Executive’s
employment with the Company and supersedes in all respects any prior or other
agreement or understanding between the Company or any affiliate of the Company
and Executive with respect to Executive’s employment.



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IN WITNESS WHEREOF, the Company and Executive have
executed this Agreement as of the day and year first above written.


	
  

  	
  NORTHWEST AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard H. Anderson

  	
   

  
	
   

  	
   

  	
  Richard H. Anderson 

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ J. Timothy Griffin

  	
   

  
	
   

  	
   

  	
  J. Timothy Griffin 

  Executive Vice President—Marketing and 

  Distribution

  
	
   

  	
   

  	
   

  
	
   

  	
  Executive’s Address: 

  18060 Shavers Lane 

  Woodland, MN 55391

  



 



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Attachment A


GENERAL RELEASE


WHEREAS,                          (the “Executive”) has
been employed by Northwest Airlines, Inc. (“Northwest”); and


WHEREAS, Executive’s employment with Northwest has
terminated; and


WHEREAS, Executive and Northwest have reached a full and
final compromise and settlement of all matters, disputes, causes of action,
claims, contentions and differences between them and Northwest’s divisions,
merged entities and affiliates, subsidiaries, parents, branches, predecessors,
successors, assigns, officers, directors, trustees, employees, agents,
stockholders, administrators, representatives, attorneys, insurers or
fiduciaries, past, present or future (the “Released Parties”), including but
not limited to any and all claims arising from or derivative of Executive’s
employment with Northwest and his termination from employment with Northwest;


WHEREAS, in return for Northwest performing its
obligations as provided for herein and as set forth in the Management
Compensation Agreement dated as of                         , 2001, by and between
Northwest and Executive (the “Agreement”), Executive will execute and comply
fully with the terms of this General Release (the “Release”);


WHEREAS, Executive (i) understands that in executing
the Release he is, inter alia, giving up rights and claims under the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
Section 621 et seq. (“ADEA”),
and (ii) has been given a period of not less than twenty-one
(21) days within which to consider this Release;


NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, Executive and Northwest agree and
covenant as follows:


1.             By
entering into this Release, the Released Parties do not admit, and each
specifically denies any liability, wrongdoing or violation of any law, statute,
regulations, agreement or policy.


2.             Executive’s
employment with Northwest shall be terminated effective                         ,             .


3.             In
consideration of the obligations of Executive as set forth in this Release and
the Agreement, and in full settlement and final satisfaction of any and all
claims, contractual or otherwise, which Executive had, has or may have against
Northwest and/or the Released Parties with respect to his employment, termination
from employment with Northwest, or otherwise arising on or prior to the date of
execution of this Release, Northwest shall pay to Executive the payments and
benefits to which Executive is entitled under the Agreement. This Release shall
not pertain to any claim alleging that Northwest has failed to comply with any
obligations created by this Release or that Northwest has failed to pay to
Executive the payments and benefits to which Executive is entitled under the
Agreement upon termination of Executive’s employment.


4.             (a)
Executive, for and in consideration of the payments as set forth in the
Agreement and for other good and valuable consideration, hereby releases and
forever discharges and covenants not to sue, and by this Release does release and
forever discharge, the Released Parties of and from all debts, obligations,
promises, covenants, collective bargaining obligations, agreements, contracts,
endorsements, bonds, controversies, suits or causes of actions known or
unknown, suspected or unsuspected, of every kind and nature whatsoever, which
may heretofore have existed or which may now exist, including but not limited
to those arising under the ADEA, Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. Section 2000e, et
seq., Executive Order 11246, 30 Fed. Reg. 12319; the Employee
Retirement Income Security Act of 1974, as amended, 29 U.S.C.
Section 1001, et seq., the
Americans With Disabilities Act, as amended, 42 U.S.C. Section 12101, et seq., the Federal Equal Pay Act, 29
U.S.C. Section 2061, et seq.,
the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C.
Section 1981, 



 9
 









et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C.
Section 701, et seq., the
Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601, et seq., the Minnesota Human Rights Act,
Minn. Stat. Section 363.01, et seq.,
and any all state or local constitutions and/or laws regarding employment
discrimination and/or federal, state or local constitutions and/or laws of any
type or description regarding employment as well as any claim for breach of
contract, wrongful discharge, breach of any express or implied promise,
misrepresentation, fraud, whistleblowing, retaliation, violation of public
policy, infliction of emotional distress, defamation, promissory estoppel,
invasion of privacy or any other theory or claim, whether legal or equitable,
including but not limited to any claims arising from or derivative of Executive’s
employment with Northwest and Executive’s termination of employment with
Northwest or otherwise. Executive acknowledges that he has not been
discriminated against on the basis of age, sex, disability, race, ethnicity,
religion or any other protected class status.


(b)           Without
in any way limiting the foregoing, this Release shall not affect any present or
future indemnification obligations that Northwest and the Released Parties may
have to Executive pursuant to any charter, by-law, agreement or policy of
insurance.


(c)           This
Release shall not affect Executive’s rights under one or more Non-Qualified
Stock Option Agreements, Deferred Stock Award Agreement or Phantom Stock Unit
Award Agreement between Northwest and the Executive governing the terms of any
stock option grant or other stock award outstanding on the date hereof, which
rights shall continue to be governed by the terms of the agreement applicable
to such stock option or other stock award.


5.             Executive
covenants and agrees not to sue nor authorize any other party, either
governmental or otherwise, to file any grievances, arbitration or commence any
other proceeding, administrative or judicial, against the Released Parties in
any court of law or equity, or before any administrative agency, with respect
to any matter relating to this Agreement or to matters occurring during Executive’s
employment with Northwest.


6.             The
Released Parties and Executive understand and agree that the terms of this
Release and the Agreement are confidential.


7.             Executive
agrees not to make any untruthful or disparaging statements, written or oral,
about Northwest, the Released Parties or Northwest’s personnel policies and
practices to any of Northwest’s customers, competitors, suppliers, employees,
former employees, or the press or other media. Except as herein contemplated,
Executive also agrees that he will not voluntarily participate in any
proceeding of any kind brought against the Released Parties relating to this
Agreement or to matters occurring during Executive’s employment with Northwest.


8.             (a) The
parties agree that this Release should be construed in accordance with the laws
of the State of Minnesota, exclusive of Minnesota choice of law provisions.


(b)           The
parties agree that any and all further legal proceedings between Executive and
the Released Parties, whether arising under statute, constitutions, contract,
common law or otherwise, including the issue of arbitrability, will be
submitted for resolution exclusively pursuant to the arbitration provision
contained in the Agreement. The parties hereby waive their right to a trial of
any and all claims arising out of this Release or breach of this Release.


(c)           Should
any provision of this Release be found to be in violation of any law, or
ineffective or barred for any reason whatsoever, the remainder of this Release
shall be in full force and effect to the maximum extent permitted by law.


9.             Northwest
and Executive agree to execute such other documents to take such other actions
as may be reasonably necessary to further the purposes of this Release.


10.           (a)
Executive acknowledges and agrees that, in deciding to execute this Release, he
has had the opportunity to consult with legal, financial and other personal
advisors of his own choosing as he 



 10
 









deems appropriate, in assessing whether to execute this Release.
Executive represents and acknowledges that no representations, statement,
promise, inducement, threat or suggestion has been made by Northwest or the
Released Parties to influence him to sign this Release except such statements
as are expressly set forth herein. Executive agrees that he has been given a
minimum of twenty-one (21) days within which to consider the terms and
effects of this Release insofar as it relates to settlement and release of
potential claims under the ADEA, and to consult with, and to ask any questions
that he may have of anyone, including legal counsel and other personal advisors
of his own choosing, and that he has executed this Release voluntarily and with
full understanding of its terms and effects.


(b)           Executive
has the right to rescind this Release as far as it extends to potential claims
under Minn. Stat. Ch. 363 (prohibiting discrimination in employment) by written
notice to the Company within 15 calendars days following the execution of this
Release. Executive also has the right to revoke this Release as far as it extends
to potential claims under the Age Discrimination in Employment Act, 29 U.S.C.
Section 621 et seq., by
informing the Company of his intent to revoke this Release within seven
calendar days following the execution of this Release. To be effective, notice,
rescission or revocation must be in writing and must be delivered either by
hand or by mail to Douglas M. Steenland, Executive Vice President &
Chief Corporate Officer of Northwest Airlines, Inc., Department A1180,
5101 Northwest Drive, St. Paul, Minnesota, 55111-3034, within the specified
period. If a notice of rescission or revocation is delivered by mail, it must
be: (i) postmarked within the 15 or 7 day period, respectively,
(ii) properly addressed to Mr. Steenland as set forth above, and
(iii) sent by certified mail return receipt requested. This Release shall
not become effective or enforceable until the 15 or 7 day periods
described above have expired. No payments shall be due, owing or paid by
Northwest unless and until this Release becomes effective.


This Release may not be changed or modified, except by a written
instrument signed by Executive and Northwest.


	
  NORTHWEST
  AIRLINES, INC.

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 



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