Exhibit 10.2


 


NORTHWEST AIRLINES CORPORATION


      STOCK
INCENTIVE PLAN


 


Restricted Stock Award Agreement


 


This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of
the      day of        ,    ,
is entered into by and between NORTHWEST AIRLINES CORPORATION, a Delaware
corporation (the “Company”), and         ,
an employee of the Company or a subsidiary of the Company (the “Grantee” and,
together with the Company, the “Parties”).


 


RECITALS


 


WHEREAS, on        ,    
(the “Date of Grant”), the Compensation Committee (or a subcommittee thereof)
of the Board of Directors of the Company (the “Committee”) awarded the Grantee        
shares of the Company’s Common Stock, par value $0.01 (“Common Stock”),
pursuant to, and subject to the terms and provisions of the Company’s       
Stock Incentive Plan, as amended (the “Plan”).


 


NOW, THEREFORE, in consideration of the Grantee’s services to the
Company and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:


 


1.                                       Grant
of Restricted Stock and Escrow of Restricted Stock.


 


a.                                       Grant
of Restricted Stock.  The Grantee is
entitled to          shares of Common
Stock pursuant to the terms and conditions of this Agreement (the “Restricted
Stock”).


 


b.                                      Escrow
of Restricted Stock.  To insure the
availability for delivery of the Grantee’s Restricted Stock, the Grantee hereby
appoints the Secretary of the Company, or any other person designated by the
Company as escrow agent, as its attorney-in-fact to assign and transfer unto
the Company such Restricted Stock, if any, forfeited by the Grantee pursuant to
Section 4 below and shall, upon execution of this Agreement, deliver and
deposit with the Secretary of the Company, or such other person designated by
the Company, the share certificates representing the Restricted Stock, together
with the stock assignment duly endorsed in blank, attached hereto as Exhibit
A.  The Restricted Stock and stock
assignment shall be held by the Secretary in escrow until the Restricted Period
(as defined below) has lapsed with respect to the shares of Restricted Stock,
or until such time as this Agreement no longer is in effect.


 


2.                                       Restrictions
and Restricted Period.


 


a.                                       Restrictions.  Shares of Restricted Stock granted hereunder
may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of and 


 





















 


shall be subject to a risk of forfeiture as described in Section 4
below until the lapse of the Restricted Period (as defined below).


 


b.                                      Restricted
Period.  Unless the Restricted Period
is previously terminated pursuant to Section 4 of this Agreement, the
restrictions set forth above shall lapse and the shares of Restricted Stock
shall become fully and freely transferable (provided, that such transfer is
otherwise in accordance with federal and state securities laws) and
non-forfeitable as to       [describe vesting schedule]           ,
beginning            ,     
(the “Restricted Period”). 
Notwithstanding anything to the contrary, the release of the shares of
Restricted Stock hereunder shall be conditioned upon Grantee making adequate
provision for federal, state or other tax withholding obligations, if any,
which arise upon the release of the shares from the Restricted Period (unless a
Section 83(b) election has been filed), whether by withholding, direct payment
to the Company, or otherwise.


 


3.                                       Rights
of a Stockholder.  From and after the
Date of Grant and for so long as the Restricted Stock is held by or for the
benefit of the Grantee, the Grantee shall have all the rights of a stockholder
of the Company with respect to the Restricted Stock, including, but not limited
to, the right to receive dividends and the right to vote such shares.


 


4.                                       Termination
of Employment.


 


a.                                       Termination
of Employment; Forfeiture of Restricted Stock.  Except as otherwise provided in this Section
4, in the event of the Grantee’s termination of employment during the
Restricted Period, the shares of Restricted Stock and any and all accrued but
unpaid dividends that are at that time subject to restrictions set forth
herein, shall be forfeited to the Company without payment of any consideration
by the Company, and neither the Grantee nor any of his successors, heirs,
assigns, or personal representatives shall thereafter have any further rights
or interests in such shares of Restricted Stock or certificates.


 


b.                                      Death
or Disability.  In the event a
termination of Grantee’s employment as a result of Grantee’s death or
Disability (as defined below) occurs during the Restricted Period, the
Restricted Period shall lapse with respect to              
shares of Restricted Stock that is at that time subject to restrictions set
forth herein.  The term “Disability”
shall mean the Grantee’s physical or mental condition which prevents continued
performance of Grantee’s duties and for which Grantee establishes by medical
evidence that such condition will be permanent and continuous during the
remainder of Grantee’s life or is likely to be of at least three (3) years’
duration.


 


c.                                       Termination
of Employment in Connection with a Change in Control.  In the event Grantee is employed by the
Company and there is a Change in Control (as defined in Annex A attached
hereto), the Restricted Period shall lapse in accordance with the following:


 


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(i) If the Change in Control occurs pursuant
to Section (a) of such definition, then, immediately upon termination of
Grantee’s employment either after the occurrence of the Change in Control or
prior to such occurrence if such termination is in connection with such Change
in Control, the Restricted Period shall lapse with respect to all of the
Restricted Stock that is at that time subject to restrictions set forth herein.


 


(ii) If the Change in Control occurs pursuant
to Section (b), (c) or (d) of such definition, then, immediately upon the
effective date of such Change in Control, the Restricted Period shall lapse
with respect to all of the Restricted Stock that is at that time subject to
restrictions set forth herein.


 


5.                                       Certificates.  Restricted Stock granted herein may be
evidence in such manner as the Committee shall determine.  If certificates representing Restricted Stock
are registered in the name of the Grantee, then the Company shall retain physical
possession of the certificate.


 


6.                                       Legends.
All certificates representing any of the shares of Restricted Stock subject to
the provisions of this Agreement shall have endorsed thereon the following
legend:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND
THE HOLDER OF THE SHARES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY.”


 


7.                                       Section
83(b) Election.  The Grantee hereby
acknowledges that he has been informed that, with respect to the grant of
Restricted Stock, an election may be filed by the Grantee with the Internal
Revenue Service, within 30 days of the Date of Grant, electing pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed
currently on the fair market value of the Restricted Stock on the Date of
Grant.


 


THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY
AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE
CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE
THIS FILING ON THE GRANTEE’S BEHALF.


 


BY SIGNING THIS AGREEMENT, THE GRANTEE REPRESENTS THAT HE HAS REVIEWED
WITH HIS OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE IS
RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF
THE COMPANY OR ANY OF ITS AGENTS.  THE
GRANTEE UNDERSTANDS AND AGREES THAT HE (AND NOT THE


 


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COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


8.                                       Termination
of this Agreement.  Upon termination
of this Agreement, all rights of the Grantee hereunder shall cease.


 


9.                                       Miscellaneous.


 


a.                                       Notices.  Any notice required or permitted under this
Agreement shall be deemed given when delivered personally, or when deposited in
a United States Post Office, postage prepaid, addressed, as appropriate, to the
Grantee either at his address herein below set forth or such other address as
he may designate in writing to the Company, or to the Company to the attention
of the Secretary, at the Company’s address or such other address as the Company
may designate in writing to the Grantee.


 


b.                                      Failure
to Enforce Not a Waiver.  The failure
of the Company or the Grantee to enforce at any time any provision of this
Agreement shall in no way be construed to be a waiver of such provision or of
any other provision hereof.


 


c.                                       Governing
Law.  This Agreement shall be
governed by and construed according to the laws of the State of Minnesota
without giving effect to the choice of law principles thereof.


 


d.                                      Amendments.  This Agreement may be amended or modified at
any time by an instrument in writing signed by the Parties.


 


e.                                       Agreement
Not a Contract of Employment. 
Neither the grant of Restricted Stock, this Agreement nor any other
action taken in connection herewith shall constitute or be evidence of any
agreement or understanding, express or implied, that the Grantee is an employee
of the Company or any subsidiary of the Company.


 


f.                                         Entire
Agreement; Plan Controls.  This
Agreement and the Plan contain the entire understanding and agreement of the Parties
concerning the subject matter hereof, and supersede all earlier negotiations
and understandings, written or oral, between the Parties with respect
thereto.  This Agreement is made under
and subject to the provisions of the Plan, and all of the provisions of the
Plan are hereby incorporated by reference into this Agreement.  In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall govern.  By signing this
Agreement, the Grantee confirms that he has received a copy of the Plan and has
had an opportunity to review the contents thereof.


 


g.                                      Captions.  The captions and headings of the sections and
subsections of this Agreement are included for convenience only and are not to
be considered in construing or interpreting this Agreement.


 


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h.                                      Counterparts.  This Agreement may be executed in
counterparts, each of which when signed by the Company or the Grantee will be
deemed an original and all of which together will be deemed the same agreement.


 


i.                                          Assignment.  The Company may assign its rights and
delegate its duties under this Agreement. If any such assignment or delegation
requires consent of any state securities authorities, the parties agree to
cooperate in requesting such consent. This Agreement shall inure to the benefit
of the successors and assigns of the Company and, subject to the restrictions
on transfer herein set forth, be binding upon the Grantee, his heirs,
executors, administrators, successors and assigns.


 


j.                                          Severability.  This Agreement will be severable, and the
invalidity or unenforceability of any term or provision hereof will not affect
the validity or enforceability of this Agreement or of any other term or provision
hereof.  Furthermore, in lieu of any
invalid or unenforceable term or provision, the Parties intend that there be
added as a part of this Agreement a valid and enforceable provision as similar
in terms to such invalid or unenforceable provision as may be possible.


 


IN WITNESS WHEREOF, the Parties have executed this Agreement on the day
and year first above written.


 


NORTHWEST AIRLINES CORPORATION


 


 


	
  By

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]

  



 


The undersigned hereby accepts and agrees to all the terms and
provisions of the foregoing Agreement.


 


 


 


 


 


Number of Shares


 


 


 


 


Address


 


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ANNEX A


 


Definition of Change in Control


 


The term “Change in Control” shall mean any one of the
following:


 


(a)                                  (i)
The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange
Act”)) (a “Person”), other than one or more Permitted Holders or their Related
Parties or any group comprised exclusively of Permitted Holders or their
Related Parties, of beneficial ownership (within the meaning of Rule 13d-3 and
13d-5 promulgated under the Exchange Act, except that such person shall be
deemed to have “beneficial ownership” of all shares that any such Person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time) of 20% or more (or, if such Person is an
Institutional Investor (as such term is defined in the Rights Agreement dated
as of November 20, 1998 between Northwest Airlines Corporation and Norwest Bank
Minnesota, N.A.), 25% or more), of either (A) the then outstanding shares of
Common Stock of the Company (or its successor by merger, consolidation or
purchase of all or substantially all of its assets) (the “Outstanding Common
Stock”) or (B) 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”), and (ii)
the Permitted Holders or their Related Parties collectively “beneficially own”
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) a lesser
percentage of that which is described in each of clause (A) and  (B) above and do not have the right or
ability by voting power, contract or otherwise to elect or designate for
election a majority of the board of directors of the Company or such successor;


 


(b)                                 Individuals
who, as of the date hereof, 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 directors then comprising 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
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors of the Company;


 


(c)                                  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, (i)
all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such Business Combination
beneficially own,


 


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directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, 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 (ii) 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 Board providing for such Business Combination; or


 


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


 


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EXHIBIT A


 


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED, [                 ]
(the “Grantee”) hereby assigns and transfers unto NORTHWEST AIRLINES
CORPORATION, a Delaware corporation (the “Company”), (           )
shares of Company’s common stock, par value $0.01 per share (the “Common Stock”),
standing in his name on the books of said corporation represented by
Certificate No.      herewith and does hereby irrevocably
constitute and appoint                               
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.


 


This Assignment Separate from Certificate may be used only in
accordance with the Restricted Stock Agreement (the “Agreement”) of the Company
and the undersigned dated           
  ,     .


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  



 


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