Exhibit 10.3


 


NORTHWEST AIRLINES CORPORATION


              STOCK
INCENTIVE PLAN


 


Acknowledgment


of


Phantom Stock Unit Award


 


                Northwest Airlines
Corporation (the “Company”) hereby acknowledges the grant to the participant
named below (the “Participant”) pursuant to the Northwest Airlines Corporation                 Stock
Incentive Plan (the “Plan”) of a phantom stock unit award (the “Award”) for the
number of phantom stock units (“Units”) set forth below. The Award is subject
to all of the provisions of the Plan and the terms and conditions set forth on
the other side of this Acknowledgment.


 


	
  Participant Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant:

  	
   

  	
   

  
	
  Participant’s Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant’s Employee No.:

  	
   

  	
   

  
	
  Participant’s SSN:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Phantom Stock Unit Award:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Phantom Stock Units Subject to the Award:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
  Units vest as follows:                                                         
  so long as the Participant remains an active full-time employee of Northwest Airlines,
  Inc. (“Northwest”) on the applicable Vesting Dates. See paragraph 4 of the
  Terms and Conditions set forth on the reverse side of this Acknowledgement.

  



 


 


	
  NORTHWEST AIRLINES CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
			



 





















 


NORTHWEST AIRLINES CORPORATION


            STOCK
INCENTIVE PLAN


Terms and Conditions


 


1.               Incorporation of the Plan. 
The Phantom Stock Unit Award is granted pursuant to and subject to all
of the provisions of the Northwest Airlines Corporation        
Stock Incentive Plan (the “Plan”) which are incorporated herein by
reference.  The Award is also subject to
the terms and conditions set forth herein and to all rules, regulations and
interpretations promulgated by the Company pursuant to the Plan.


 


2.               Definitions.


                      “Common Stock” means the common stock, par value $.01
per share, of the Company.


 


                        “Disability” means a cessation of
employment under circumstances where the Participant is eligible to receive a
monthly disability benefit pursuant to the long-term group disability insurance
program sponsored by Northwest, or would be eligible to receive such a benefit
if he/she was a participant in said program.


 


                        “Fair Market Value” means, with respect
to a share of Common Stock, the average closing sale prices of the Common Stock
as reported on the NASDAQ National Market during the ten (10) day period
preceding the applicable Vesting Date.


 


                        “Payment Date” means, with respect to
Units that vest on any Vesting Date pursuant to the terms hereof, a date
determined by the Company which shall be no later than ninety (90) days
following the applicable Vesting Date.


 


                        “Unit” means a phantom stock unit, which
represents, when vested, the right to receive a payment in cash on the
applicable Payment Date equal to the Fair Market Value of a share of Common
Stock.


 


                        “Vesting Date(s)” shall mean                                            .


 


3.               Phantom Stock Unit Award. 
Effective as of the date of grant shown on the front side of this
Acknowledgment (the “Grant Date”), the Company awarded to the Participant the
number of Units set forth on the front side of this Acknowledgment upon the
terms and conditions set forth herein.


 


4.               Vesting. 
The rights of the Participant with respect to the Units remain
forfeitable at all times prior to the date(s) on which such Units become vested
in accordance with this paragraph 4. The Units will vest as follows:                                                                                               so
long as the Participant remains an active full-time employee of Northwest on
the applicable Vesting Date(s).


 


                        If the Participant’s employment
terminates prior to any Vesting Date as a result of the Participant’s death or


                        Disability, the Participant will become
vested on the effective date of such termination in a pro rata number of Units
determined by multiplying the number of Units that would otherwise have vested
on the next Vesting Date by a fraction, the numerator of which is the number of
days in the current vesting period up to and including the effective date of such
termination and the denominator of which is the total number of days in the
current vesting period. All remaining Units and all Units applicable to any
future vesting period will be canceled immediately upon such termination of
employment and the Participant will automatically forfeit any rights to any
unvested Units as of the date of such termination.  If the Participant’s employment terminates
for any reason other than as a result of the Participant’s death or Disability,
all unvested Units will be canceled immediately and the Participant will
forfeit any rights to such Units as of the date of such termination.


 


5.               Payment of Units. 
On each Payment Date, the Company will pay to the Participant an amount
in cash equal to the Fair Market Value of all Units that have vested for the
immediately preceding vesting period in accordance with paragraph 4 above, less
the total amount of any taxes or other deductions that Northwest may be
required to withhold by any federal, state or local government.


 


6.               No Payment of Dividends or
Dividend Equivalents.  The Participant will not be
entitled to receive dividends or dividend equivalents with respect to the
Units.


 


7.               Non-transferable.  Units may not
be sold, transferred, pledged, assigned or otherwise alienated or hypothecated
(each a “Transfer”) other than by will or by the laws of descent and
distribution and shall not be subject to execution, attachment or similar
process. Any attempted Transfer of Units contrary to the provisions hereof
shall be null and void and without effect.


 


8.               Termination of Employment. 
The Company shall determine the effect of all matters and questions
relating to terminations of employment, including without limitation all
questions of whether particular leaves of absence or alternative work
arrangements involving a diminution of work hours constitute a termination of
employment.


 


9.               No Employment or Stockholder
Rights.  Nothing herein shall confer upon the
Participant any right to continue in the employ of Northwest or interfere in
any way with the right of Northwest to terminate the employment of the
Participant at any time.  The Participant
shall not have any rights of a stockholder of the Company with respect to the
Units.


 


10.         Unfunded Status. 
All payments under this Program are made from the general assets of
Northwest.  All Awards under this Program
are unfunded, unsecured, general contractual obligations of Northwest.  The Program does not create any lien on, or
security in, any property of Northwest or its subsidiaries.