Exhibit 10.36


NORTHWEST AIRLINES
CORPORATION


2001 STOCK
INCENTIVE PLAN


ARTICLE 1. PURPOSE
AND DURATION


1.1  PURPOSE. The
purpose of the Northwest Airlines Corporation 2001 Stock Incentive Plan
(the “Plan”) is to motivate, attract and retain key employees and to further
the growth, development and financial success of Northwest Airlines Corporation
(the “Company”) and its Subsidiaries by aligning the personal interests of key
employees, through the ownership of Shares and through other incentives, with
those of the Company and the Company’s shareholders. The Plan permits the
granting of Stock Options, Stock Appreciation Rights, Restricted Stock and
Other Stock Based Awards.


1.2  DURATION. Upon
approval by the Board, the Plan shall become effective on January 1,
2001 (the “Effective Date”), subject to receipt of stockholder approval of the
Plan at the Company’s annual meeting of stockholders in 2001, and shall remain
in effect until the earlier of the date the Plan is terminated pursuant to
Article 7 hereof, or January 1, 2011 (the “Termination Date”). No Award may be
granted under the Plan on or after the Termination Date, but Awards made prior
to the Termination Date may be exercised, vested or otherwise effectuated
beyond that date unless otherwise limited. If the Plan is not approved by
shareholders of the Company prior to the first anniversary of the adoption of
the Plan by the Board, the Plan and all Awards thereunder shall terminate on
such anniversary date.


ARTICLE 2. DEFINITIONS


2.1
DEFINITIONS. Whenever used in the Plan,
the following terms shall have the meanings set forth below:


(a)           “AWARD”
means a grant under this Plan of Stock Options, Restricted Stock, Stock
Appreciation Rights or Other Stock Based Awards.


(b)           “AWARD
AGREEMENT” means the document which evidences an Award and which sets forth the
terms, conditions and limitations relating to such Award.


(c)           “BOARD”
means the Board of Directors of the Company.


(d)           “CHANGE
OF CONTROL” means any one of the following:


(i)            Individuals
who, as of January 1, 2001, constitute the Board of Directors of the Company
(the “Incumbent Board”), cease for any reason to constitute at least a majority
of such Board; PROVIDED, HOWEVER, that any individual becoming a director
subsequent to the date hereof, whose election, or nomination for election by
the Company’s stockholders, was approved by a vote of at least a majority of
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or



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threatened
solicitation of proxies or consents by or on behalf of a “person” (as such term
is defined in Section 13(d) or 14(d) of the Exchange Act) other than the
Incumbent Board; or


(ii)           Consummation
by the Company of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (A)
all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the then outstanding Shares of the Company
(or its successor by merger, consolidation or purchase of all or substantially
all of its assets) (the “Outstanding Common Stock”) and the combined voting
power of the then outstanding voting securities of the Company (or its
successor by merger, consolidation or purchase of all or substantially all of
its assets) entitled to vote generally in the election of directors (the “Outstanding
Voting Securities”) immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
Outstanding Common Stock and the combined voting power of the then Outstanding
Voting Securities, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Common Stock and Outstanding Voting
Securities, as the case may be, and (B) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of such Incumbent Board providing for
such Business Combination; or


(iii)          Approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company.


(e)           “CODE”
means the Internal Revenue Code of 1986, as amended from time to time.


(f)            “COMMITTEE”
means the group of individuals administering the Plan, which shall be the
Compensation Committee of the Board or any other committee of the Board
performing similar functions as appointed from time to time by the Board and
constituted so as to permit the Plan to comply with Rule 16b-3 under the
Exchange Act, or any successor rule thereto. The Committee shall contain solely
at least two “outside directors” as that term is defined under Section 162(m)
of the Code.


(g)           “COMPANY”
means Northwest Airlines Corporation, a Delaware corporation.


(h)           “DISABILITY”
means “disability” within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.


(i)            “EFFECTIVE
DATE” means January 1, 2001.


(j)            “ELIGIBLE
EMPLOYEE” means any executive or other employee of the Company or any
Subsidiary.



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(k)           “EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended from time to time.


(l)            “FAIR
MARKET VALUE” means, with respect to any particular date, the average of the
highest and lowest price of a Share as reported on the consolidated tape of New
York Stock Exchange listed securities (or other principal reporting system, as
determined by the Committee).


(m)          “INCENTIVE
STOCK OPTION” or “ISO” means an option to purchase Shares, granted pursuant to
Section 6.1, which is designated as an Incentive Stock Option and is intended
to meet the requirements of Section 422 of the Code.


(n)           “NONQUALIFIED
STOCK OPTION” or “NQSO” means an option to purchase Shares, granted pursuant to
Section 6.1, which is not designated as an Incentive Stock Option.


(o)           “OTHER
STOCK BASED AWARD” means an Award, granted pursuant to Section 6.4, other than
a Stock Option, Restricted Stock or SAR, that is paid with, valued in whole or
in part by reference to, or is otherwise based on, Shares.


(p)           “PARTICIPANT”
means an Eligible Employee selected by the Committee to receive an Award under
the Plan.


(q)           “PERFORMANCE-BASED AWARD” means an
Award granted to a Participant pursuant to Section 6.4(b).


(r)            “PERSON”
means any person, firm, partnership, corporation or other entity.


(s)           “PLAN”
means the Northwest Airlines Corporation 2001 Stock Incentive Plan.


(t)            “RESTRICTED
STOCK” means an Award granted to a Participant pursuant to Section 6.3.


(u)           “RETIREMENT”
means separation from service with the Company or a Subsidiary on or after
attainment of age 65 or, with the advance written consent by the Committee that
such separation will be treated as a Retirement hereunder, separation from
service with the Company or a Subsidiary prior to age 65.


(v)           “SHARES”
means the issued or unissued shares of the common stock, par value $.01 per
share, of the Company.


(w)          “STOCK
APPRECIATION RIGHT” or “SAR” means the grant, pursuant to Section 6.2, of a
right to receive a payment from the Company, in the form of stock, cash or a
combination of both, equal to the excess of the Fair Market Value of one or
more Shares over the exercise price of such Shares.



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(x)            “STOCK
OPTION” means the grant, pursuant to Section 6.1, of a right to purchase a
specified number of Shares during a specified period at a designated price,
which may be an Incentive Stock Option or a Nonqualified Stock Option.


(y)           “SUBSIDIARY”
means a subsidiary of the Company, as defined in Section 424(f) of the Code.


ARTICLE 3.
ADMINISTRATION


3.1  AUTHORITY. The Plan shall be
administered by the Committee, which shall have full and exclusive
power, subject to the provisions hereof, to make all determinations which may
be necessary or advisable for the administration of the Plan, including:


(a)           selecting
Eligible Employees to whom Awards are granted;


(b)           determining
the size and types of Awards;


(c)           determining
the terms and conditions of such Awards in a manner consistent with the Plan;


(d)           determining
whether, to what extent and under what circumstances, Awards may be settled,
paid or exercised in cash, Shares, or other Awards, or other property, or
canceled, forfeited or suspended;


(e)           construing
and interpreting the Plan and any agreement or instrument entered into under
the Plan;


(f)            establishing,
amending or waiving rules and regulations for the Plan’s administration; and


(g)           amending
(subject to the provisions of Article 7) the terms and conditions of any
outstanding Award to the extent such terms and conditions are within its
discretion.


3.2  DECISIONS BINDING.
All determinations made by the Committee arising out of or in connection
with the interpretation and administration of the Plan and all related orders
or resolutions of the Board of Directors shall be final, conclusive and binding
on all persons, including the Company, its Subsidiaries, its shareholders,
Participants, and their estates and beneficiaries.


ARTICLE 4. SHARES
SUBJECT TO THE PLAN


4.1  NUMBER OF SHARES.
Subject to adjustment as provided in Section 13.1, no more than 10
million Shares may be issued under the Plan. The number of Shares subject to
Stock Options or Stock Appreciation Rights granted under the Plan to any one
individual in any fiscal year of the Company shall not be more than 500,000
Shares. These Shares may consist in whole or in part of authorized and unissued
Shares, or of treasury Shares. No fractional Shares shall be issued under the
Plan; however, cash may be paid in lieu of any fractional Shares in settlements



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of Awards under
the Plan. For purposes of determining the number of Shares remaining available
for issuance under the Plan:


(a)           The
grant of an Award shall reduce the authorized pool of Shares by the number of Shares
subject to such Award while such Award is outstanding, except to the extent
that such an Award is in tandem with another Award covering the same or fewer
Shares which has already been taken into account in determining the authorized
pool of Shares.


(b)           Shares
covered by SARs that are not issued upon the exercise of such SARs shall
increase the authorized pool of Shares.


(c)           To
the extent that an Award (other than a SAR) is settled in cash or any form
other than in Shares, the authorized pool of Shares shall be increased by the
appropriate number of Shares represented by such settlement of the Award, as
determined at the sole discretion of the Committee (subject to the limitation
set forth in Section 4.2).


4.2  LAPSED AWARDS.
If any Award (other than an Award of Shares) granted under the Plan is
canceled, terminates, expires or lapses for any reason, any Shares subject to
such Award shall increase the authorized pool of Shares; PROVIDED, HOWEVER,
that to the extent such Award was granted in tandem with another Award, any
Shares issued pursuant to the exercise or settlement of such other Award shall
not increase the authorized pool of Shares.


4.3  EFFECT OF ACQUISITION.
Any Awards granted by the Company in substitution for awards or rights
issued by a company whose shares or assets are acquired by the Company or a
Subsidiary shall not reduce the number of Shares available for grant under the
Plan.


ARTICLE 5.
PARTICIPATION


5.1  SELECTION OF PARTICIPANTS.
Subject to the provisions of the Plan, the Committee may from time to
time select, from all Eligible Employees, those to whom Awards shall be granted
and shall determine the nature and amount of each Award. No Eligible Employee
shall have the right to receive an Award under the Plan, or, if selected to
receive an Award, the right to continue to receive Awards. Further, no
Participant shall have any rights, by reason of the grant of any Award under
the Plan, to continued employment by the Company or any Subsidiary. There is no
obligation for uniformity of treatment of Participants under the Plan.


5.2  AWARD AGREEMENT.
Each Award granted under the Plan shall be evidenced by an Award
Agreement that shall specify the terms, conditions, limitations and such other
provisions applicable to the Award as the Committee shall determine.


ARTICLE 6. AWARDS


Awards may be granted by the Committee to Eligible
Employees at any time, and from time to time, prior to the Termination Date, as
the Committee shall determine. The Committee shall have complete discretion in
determining the number of Awards to grant (subject to the Share limitations set
forth in Section 4.1) and, consistent with the provisions of the Plan, the
terms, conditions and limitations pertaining to such Awards.



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6.1  STOCK OPTIONS.


(a)           OPTION
PRICE. The option price for a Stock Option (the “Option Price”) shall be
determined by the Committee; PROVIDED that an Incentive Stock Option may not be
granted at a price less than one hundred percent (100%) of the Fair Market
Value of a Share on the date the Incentive Stock Option is granted.


(b)           PERIOD
OF EXERCISE. A Stock Option may be exercised at such times as may be specified
in an Award Agreement, in whole or in installments, which may be cumulative and
shall expire at such time as the Committee shall determine at the time of
grant; PROVIDED that no Stock Option shall be exercisable later than ten (10)
years after the date granted. The Committee may make provision for
exercisability in the event of death, Disability, Retirement or other
termination of employment. The Committee may also amend any Stock Option to
accelerate the dates after which the Stock Option may be exercised in whole or
in part.


(c)           ADDITIONAL
PROVISIONS FOR ISOS. No ISO shall be granted to any Eligible Employee who, at
the time the ISO is granted, owns (directly, or within the meaning of Section
424(d) of the Code) more than ten percent of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, unless (i) the Option
Price under such ISO is at least 110 percent of the Fair Market Value of a
Share on the date the ISO is granted and (ii) the expiration date of such ISO
is a date not later than the day preceding the fifth anniversary of the date on
which the ISO is granted. Any Participant who disposes of Shares acquired upon
the exercise of an ISO either (i) within two years after the date of grant of
such ISO or (ii) within one year after the transfer of such Shares to the
Participant, shall notify the Company of such disposition and of the amount
realized upon such disposition. All Stock Options granted under the Plan are
intended to be NQSOs, unless the applicable Award Agreement expressly states
that the Stock Option is intended to be an ISO. If a Stock Option is intended
to be an ISO, and if for any reason such Stock Option (or portion thereof)
shall not qualify as an ISO, then, to the extent of such nonqualification, such
Stock Option (or portion thereof) shall be regarded as a NQSO granted under the
Plan; PROVIDED that such Stock Option (or portion thereof) otherwise complies
with the Plan’s requirements relating to NQSOs. In no event shall any member of
the Committee, the Company or any of its Subsidiaries (or their respective
employees, officers or directors) have any liability to any Participant (or any
other Person) due to the failure of a Stock Option to qualify for any reason as
an ISO.


(d)           METHOD
OF EXERCISE. A Stock Option, or portion thereof, shall be exercised by delivery
of a written notice of exercise to the Company and payment of the full price of
the Shares being purchased pursuant to such Stock Option. A Participant may
exercise a Stock Option with respect to less than the full number of Shares for
which such Stock Option may then be exercised, but a Participant must exercise
the Stock Option in full Shares. The Option Price, or portion thereof, may be
paid:


(i)            in
United States dollars in cash or by check, bank draft or money order payable to
the order of the Company;


(ii)           to
the extent authorized by the Committee, through the delivery of Shares with an
aggregate Fair Market Value on the date of exercise equal to the Option Price;



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PROVIDED that such
Shares have been held by the Participant for at least six months and satisfy
such other requirements as may be imposed by the Committee;


(iii)          to
the extent authorized by the Committee, by delivery of irrevocable instructions
to a financial institution to deliver promptly to the Company the portion of
sale or loan proceeds sufficient to pay the Option Price;


(iv)          to
the extent authorized by the Committee, by the withholding of Shares otherwise
issuable on exercise with an aggregate Fair Market Value on the date of
exercise equal to the Option Price; or


(v)           by
any combination of the above methods of payment or by any other means which the
Committee determines to be consistent with the Plan’s purpose and applicable
law.


(e)           ATTESTATION.
Wherever in this Plan or any Award Agreement that a Participant is permitted to
pay the Option Price of a Stock Option or taxes relating to the exercise of a
Stock Option by delivering Shares, the Participant may, subject to procedures
satisfactory to the Committee, satisfy such delivery requirement by presenting
proof of beneficial ownership of such Shares, in which case the Company shall
treat the Stock Option as exercised without further payment and shall withhold
such number of Shares from the Shares acquired by the exercise of the Stock
Option.


6.2  STOCK APPRECIATION RIGHTS.


(a)           SARs
may be granted at a price determined by the Committee, and may be granted in
tandem with a Stock Option, such that the exercise of the SAR or related Stock
Option will result in a forfeiture of the right to exercise the related Stock
Option for an equivalent number of Shares, or independently of any Stock
Option.


(b)           SARs
may be exercised at such times as may be specified in an Award Agreement, in
whole or in installments, which may be cumulative and shall expire at such time
as the Committee shall determine at the time of grant; PROVIDED that no SARs
shall be exercisable later than ten (10) years after the date granted. The
Committee may amend any SAR to accelerate the dates after which the SAR may be
executed in whole or in part.


(c)           A
SAR shall be exercised by the delivery of a written notice of exercise to the
Company setting forth the number of Shares with respect to which the SAR is to
be exercised.


6.3  RESTRICTED STOCK.
Restricted Stock may be granted alone or in conjunction with other
Awards under the Plan and may be conditioned upon continued employment for a
specified period, the attainment of specific performance goals or such other
factors as the Committee may determine. In making an Award of Restricted Stock,
the Committee will determine the restrictions that will apply, the period
during which the Stock is subject to such restrictions, and the price, if any,
payable by a Participant. The Committee may amend any Award of Restricted Stock
to accelerate the dates after which such Award may be executed in whole or in
part.



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6.4 OTHER STOCK BASED AWARDS.


(a)           GENERALLY.
The Committee shall have complete discretion in determining the number of
Shares subject to Other Stock Based Awards, the consideration for such Awards,
and the terms, conditions and limitations pertaining to such Awards including,
without limitation, restrictions based upon the achievement of specific
business objectives, tenure, and other measurements of individual or business
performance, and/or restrictions under applicable federal or state securities
laws, and conditions under which such Awards will lapse. Payment of Other Stock
Based Awards may be in the form of cash, Shares, other Awards, or in such combinations
thereof as the Committee shall determine at the time of grant, and with such
restrictions as it may impose. Payment may be made in a lump sum or in
installments as prescribed by the Committee. The Committee may also require or
permit Participants to elect to defer the issuance of Shares or the settlement
of Awards in cash under such rules and procedures as it may establish under the
Plan. The Committee may also provide that deferred settlements include the
payment or crediting of interest on the deferred amounts or the payment or
crediting of dividend equivalents on deferred amounts denominated in Shares.
The Committee may, at its sole discretion, direct the Company to issue Shares
subject to such restrictive legends and/or stop transfer instructions as the
Committee deems appropriate.


(b)           PERFORMANCE-BASED
AWARDS. Notwithstanding anything to the contrary herein, certain Other Stock
Based Awards granted under this Section 6.4 may be granted in a manner which is
deductible by the Company under Section 162(m) of the Code (“Performance-Based
Awards”). A Participant’s Performance-Based Award shall be determined based on
the attainment of written performance goals approved by the Committee for a
performance period established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25% of the relevant
performance period. The performance goals, which must be objective, shall be
based upon one or more of the following criteria: (i) consolidated earnings
before or after taxes (including earnings before interest, taxes, depreciation
and amortization); (ii) net income; (iii) operating income; (iv) earnings per
Share; (v) book value per Share; (vi) return on shareholders’ equity; (vii)
expense management; (viii) return on investment; (ix) improvements in capital
structure; (x) profitability of an identifiable business unit or product; (xi)
maintenance or improvement of profit margins; (xii) stock price; (xiii) market
share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working
capital and (xviii) return on assets. The foregoing criteria may relate to the
Company, one or more of its Subsidiaries or one or more of its divisions or
units, or any combination of the foregoing, and may be applied on an absolute
basis and/or be relative to one or more peer group companies or indices, or any
combination thereof, all as the Committee shall determine. In addition, to the
degree consistent with Section 162(m) of the Code, the performance goals may be
calculated without regard to extraordinary items. The maximum amount of a
Performance-Based Award during a calendar year to any Participant shall be: (x)
with respect to Performance-Based Awards that are denominated in Shares,
500,000 Shares and (y) with respect to Performance-Based Awards that are not
denominated in Shares, $5,000,000. The Committee shall determine whether, with
respect to a performance period, the applicable performance goals have been met
with respect to a given Participant and, if they have, the Committee shall so
certify and ascertain the amount of the applicable Performance-Based Award. No
Performance-Based Awards will be paid for such performance period until such 



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certification is made by
the Committee. The amount of the Performance-Based Award actually paid to a
given Participant may be less (but not more) than the amount determined by the
applicable performance goal formula, at the discretion of the Committee. The
amount of the Performance-Based Award determined by the Committee for a
performance period shall be paid to the Participant at such time as determined
by the Committee in its sole discretion after the end of such performance
period; PROVIDED, HOWEVER, that a Participant may, if and to the extent
permitted by the Committee and consistent with the provisions of Section 162(m)
of the Code, elect to defer payment of a Performance-Based Award.


ARTICLE 7.
AMENDMENT, MODIFICATION AND TERMINATION.


7.1 The Board may at any time, or from time to time, suspend or terminate the
Plan in whole or in part or amend it in such respects as the Board may deem
appropriate; PROVIDED, HOWEVER, that no such amendment shall be made, which
would without approval of the shareholders (except as provided in Section 7.4):


(a)           materially
modify the eligibility requirements for receiving Awards;


(b)           increase
the total number of Shares which may be issued pursuant to Awards, except as is
provided for in accordance with Article 4 of the Plan;


(c)           extend
the period during which Awards may be granted; or


(d)           materially
increase in any other way the benefits accruing to Participants.


7.2 No amendment, suspension or termination of
this Plan or any Award shall, without the Participant’s consent, alter
or impair any of the rights or obligations under any Award theretofore granted
to a Participant under the Plan.


7.3 The Board may amend this Plan, subject to
the limitations cited above, in such manner as it deems necessary to
permit the granting of Awards meeting the requirements of future amendments to
the Code or regulations promulgated thereunder.


7.4 If and to the extent the provisions of Rule
16b-3 (as in effect on the date of adoption of the Plan by the Board)
under the Exchange Act permit the amendment of stock incentive plans without
compliance with one or more of the stockholder approval requirements presently
set forth in Section 7.1, then and to that extent, the restrictions on the
ability of the Board to amend the Plan set forth in Section 7.1 hereof shall
terminate and the Board shall thereafter be empowered to amend the Plan without
regard to such restrictions.


ARTICLE 8.
WITHHOLDING


8.1  TAX WITHHOLDING.
The Company shall have the power and the right to deduct or withhold, or
require a Participant to remit to the Company, an amount in cash sufficient to
satisfy federal, state and local taxes required by law to be withheld in
connection with a grant, exercise or payment made under or as a result of the
Plan.



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8.2  SHARE WITHHOLDING.
The Committee may require one or more classes of Participants to satisfy
the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value, on the date the tax is to be
determined, equal to the amount of withholding which is required by law.
Alternatively, the Committee may allow a Participant to elect Share withholding
for tax purposes subject to such terms and conditions as the Committee shall
establish.


ARTICLE 9. TRANSFERABILITY.
Except as otherwise provided by the Committee, no Award granted under the Plan
may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Awards granted to a Participant under the Plan shall be
exercisable during the Participant’s lifetime only by the Participant.
Notwithstanding the foregoing, the designation of a beneficiary by a
Participant does not constitute a transfer.


ARTICLE 10. UNFUNDED
PLAN. The Plan shall be unfunded and the Company shall not be
required to segregate any assets that may at any time be represented by Awards
under the Plan. Any liability of the Company to any Person with respect to any
Award under the Plan shall be based solely upon any contractual obligations
that may be effected pursuant to the Plan. No such obligation of the Company
shall be deemed to be secured by any pledge of, or other encumbrance on, any
property or assets of the Company.


ARTICLE 11. SUCCESSORS.
All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.


ARTICLE 12. SECURITIES
LAW COMPLIANCE. The Plan is intended to comply with all applicable
conditions of Rule 16b-3 or any successor rule thereto under the Exchange Act.
To the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee. Further, each Award shall be subject to the
requirement that, if at any time the Committee shall determine, in its sole
discretion, that the listing, registration or qualification of any Award under
the Plan upon any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Award
or the grant or settlement thereof, such Award may not be exercised or settled
in whole or in part unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.


ARTICLE 13. ADJUSTMENTS
UPON CERTAIN EVENTS. Notwithstanding any other provision of the Plan
or any Award Agreement to the contrary, the following provisions shall apply to
all Awards granted under the Plan:


13.1 GENERALLY. In the event of
any change in the outstanding Shares after the Effective Date by reason of any
Share dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination, combination or transaction or exchange of
Shares or other corporate exchange, or any distribution to shareholders of
Shares other than regular cash dividends or any transaction similar to the
foregoing, the Committee in its sole discretion and



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without liability to any person may make such
substitution or adjustment, if any, as it deems to be equitable, as to (i) the
number or kind of Shares or other securities issued or reserved for issuance
pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number
of Shares for which Stock Options or Stock Appreciation Rights may be granted
during a calendar year to any Participant, (iii) the maximum amount of a
Performance-Based Award that may be granted during a calendar year to any
Participant, (iv) the Option Price or exercise price of any Stock Appreciation
Right and/or (v) any other affected terms of such Awards.


13.2 CHANGE OF
CONTROL.


(a)           Upon
the occurrence of a Change of Control, (i) all outstanding Stock Options and
Stock Appreciation Rights granted pursuant to the Plan, to the extent not
theretofore exercised or canceled, shall become exercisable in full for the
remainder of the applicable term of such Award, and (ii) all restrictions
applicable to all outstanding Awards granted pursuant to the Plan, other than
Stock Options and Stock Appreciation Rights, shall be deemed to have been
satisfied and such Awards shall immediately vest in full.


(b)           Except
as otherwise provided in an Award Agreement, upon the occurrence of a Change of
Control, the Committee may, in its sole discretion, provide for (i) the payment
of a cash amount in exchange for the cancellation of an Award which, in the
case of Options and Stock Appreciation Rights, may equal the excess, if any, of
the Fair Market Value of the Shares subject to such Options or Stock
Appreciation Rights over the aggregate exercise price of such Options or Stock
Appreciation Rights and/or (ii) the issuance of substitute Awards that will
substantially preserve the value, rights and benefits of any affected Awards
previously granted hereunder.


ARTICLE 14.
REQUIREMENTS OF LAW


14.1  REQUIREMENTS
OF LAW. The granting of Awards and the issuance of Shares under the
Plan shall be subject to all applicable laws, rules and regulations and to such
approvals by any governmental agencies or national securities exchanges as may
be required.


14.2 SEVERABILITY. In the event
any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.


14.3  GOVERNING
LAW. To the extent not preempted by federal law, the Plan and all
Award Agreements shall be construed in accordance with and governed by the laws
of the State of Minnesota, without regard to the conflicts of laws provisions
thereof.


ARTICLE 15.
MISCELLANEOUS PROVISIONS


15.1  PLAN DOES
NOT CONFER EMPLOYMENT OR STOCKHOLDER RIGHTS. The right of the
Company to terminate (whether by dismissal, discharge, Retirement or otherwise)
the Participant’s employment with it at any time at will, or as otherwise
provided by any agreement between the Company and the Participant, is
specifically reserved. Neither the Participant nor any person entitled to
exercise the Participant’s rights in the event of the Participant’s death shall



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have any of the rights of a stockholder with respect
to the Shares subject to each Stock Option, except to the extent that, and
until, such Shares shall have been issued upon the exercise of each Stock
Option.


15.2  PLAN
EXPENSES. Any expenses of administering this Plan shall be borne by
the Company.


15.3  USE OF
EXERCISE PROCEEDS. Payments received from Participants upon the
exercise of Stock Options shall be used for the general corporate purposes of
the Company, except that any Shares received or withheld in payment may be
retired, or retained in the Company’s treasury and reissued.



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