Exhibit 10.2


 


	
  

  	
   

  	
  Northwest
  Airlines, Inc. 

  Department
  A1180 

  2700
  Lone Oak Parkway

  Eagan,
  MN  55121 

  



 


May 13,
2008


 


Neal
S. Cohen


4970
Meadville


Greenwood,
MN 55331


 


Dear
Mr. Cohen:


 


As
we discussed, and in connection with a reorganization of its business,  Northwest Airlines, Inc. (“Northwest” or
the “Company”) hereby notifies you of the elimination  of your position with the Company as of June 16,
2008 (the “Effective Date”) and the separation of your employment on the
Effective Date as a termination by the Company other than for cause.


 


The
Company acknowledges that pursuant to your Amended and Restated Management
Compensation Agreement with Northwest dated as of April 14, 2008 (as
amended by the Amendment dated as of April 15, 2008, collectively the “Agreement”),
following the Effective Date you are entitled to the payments and benefits
applicable to an involuntary termination of employment by the Company other
than for cause, as set forth in your Agreement, provided that at the time of
your termination you sign, return to Northwest and not revoke this letter and
the attached General Release of any and all claims by you against Northwest and
other released parties.  You will not be
required to mitigate the amount of any monetary separation payment and no such
payment will be offset or reduced as a result of your obtaining new
employment.  Please read this letter and
the attached release thoroughly and review them with an attorney or a person of
your choosing.  Should you choose to sign
the attached General Release and this letter, please return the originals to
Catherine Wassberg, Associate General Counsel, Northwest Airlines, Inc.,
Department A1181, 2700 Lone Oak Parkway, Eagan, Minnesota, 55121, telephone
612-727-0827.


 


In
addition to the payments and benefits 
set forth in your Agreement, Northwest hereby agrees that, subject to
Northwest’s receipt of the attached General Release signed and not revoked by
you, the following provisions shall govern with respect to your outstanding
restricted stock units (“RSUs”) and non-qualified stock options (“Stock
Options,” and together with the RSUs, the “Stock Awards”) previously granted to
you pursuant to the Northwest Airlines Corporation 2007 Stock Incentive Plan
(as amended and together with the award documentation relating to your Stock
Awards, the “Stock Plan”):


 

















 


Mr.
Neal S. Cohen


May 13,
2008


Page
2


 


·                  Pursuant to the
Stock Plan, Northwest confirms that you have, as of the Effective Date, vested
in 3/9ths of your Stock Awards and that as a result of your termination by
Northwest, 50% of the remaining unvested portion of your Stock Awards, as of
the Effective Date, will vest upon the Effective Date.


 


·                  Notwithstanding
the provisions contained in the award documentation pertaining to your Stock
Awards and notwithstanding the termination of your employment, the remaining
unvested portion of your Stock Awards will continue to vest during your
lifetime in five equal installments of 16.67% each on November 30, 2008
and each six (6) month anniversary of such date through and including November 30,
2010, and one (1) installment equal to the portion of the Stock Awards
that has not previously vested on May 31, 2011, as if you remained an
employee of Northwest through each of such vesting dates; provided, however,
that, in the event of a “Change of Control” (as defined in the Stock Plan), the
vesting of your Stock Awards shall be governed by the terms and conditions of
Amendment No. 2 to the Stock Plan adopted as of April 14, 2008 by the
Compensation Committee of the Board of Directors (the “Compensation Committee”)
of  Northwest
Airlines Corporation (“NWA Corp.”) and the Amendments to your RSU award and
your Stock Option award adopted by the Compensation Committee as of April 14,
2008, copies of which were previously provided to you, as if you remained an
employee of Northwest through the effective date of any such Change in
Control.    In the event of your death,
any unvested portion of your Stock Awards as of the date of your death will be
canceled immediately upon your death.


 


·                  Notwithstanding
the provisions contained in the award documentation pertaining to the period in
which your vested Stock Options remain exercisable, you or, in the event of
your death, your estate or a person who acquires the right to exercise your
Stock Options by bequest or inheritance, will be entitled  to exercise any vested portion of your Stock
Options (including any portion previously vested, any portion that will vest
upon the termination of your employment with Northwest, and any portion that
vests in accordance with the provisions hereof) 
(to the extent not previously exercised or canceled in accordance with
the provisions hereof) (i) in the event the merger (the “Merger”)
contemplated by the Agreement and Plan of Merger dated as of April 14,
2008 by and among Delta Air Lines, Inc., Delta Air Lines Merger Sub and
Northwest Airlines Corporation (the “Merger Agreement”) is consummated, until
the third anniversary of the consummation of the Merger, or (ii) in the
event the Merger Agreement is terminated without the Merger having occurred,
until ninety (90) days after the termination of the Merger Agreement; provided,
however, that, in any event any portion of the Stock Options that vests in
accordance with the provisions of the preceding paragraph shall remain
exercisable during your lifetime for a period of not less than ninety (90) days
after the date on which such portion vests.


 


Except
as expressly set forth herein, all of the terms and conditions of your Stock
Awards shall continue in effect as set forth in the Stock Plan and shall
survive the termination of your 


 

















 


Mr.
Neal S. Cohen


May 13,
2008


Page
3


 


employment.  Also, all of the terms and conditions of your
Agreement that survive the termination of your employment under the provisions
of your Agreement shall continue in effect as set forth in the Agreement.


 


We
have attached a copy of the press release that we intend to publicly release
once this letter is countersigned by you. 
It is our understanding that you have approved the press release.  Except as required by law or by any
administrative or legislative body with jurisdiction over the Company, we will
limit any public comments in the future about your tenure with, or departure
from, the Company in a manner consistent with the attached press release.  Further, we will reimburse you for reasonable
counsel fees incurred by you up to a maximum of $10,000 in connection with the
matters covered by this letter.


 


We
appreciate your contributions to Northwest and wish you the best in your future
endeavors.


 


Very
truly yours,


 


NORTHWEST
AIRLINES, INC.


 


 


	
              /s/
  Michael J. Becker

  	
   

  
	
  Michael J. Becker

  
	
  Senior
  Vice President

  
	
  Human
  Resources and Labor Relations

  
	
   

  
	
   

  
	
  ACKNOWLEDGED
  AND AGREED:

  
	
   

  
	
   

  
	
              /s/
  Neal S. Cohen

  	
   

  
	
  Neal
  S. Cohen

  
	
   

  
	
   

  
	
  Enclosure

  



 

















 


Mr.
Neal S. Cohen


May 13,
2008


Page
4


 


Attachment


 


GENERAL RELEASE


 


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


 


WHEREAS,
Executive’s employment has been involuntarily terminated by Northwest other
than for cause; 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
Executive’s termination from employment with Northwest;


 


WHEREAS,
in return for Northwest performing its obligations as provided for herein and
as set forth in the Amended and Restated Management Compensation Agreement
dated as of April 14, 2008 and its amendment dated as of April 15,
2008, by and between Northwest and Executive (collectively, the “Agreement”)
and in the letter agreement executed by the parties and dated as of May 13,
2008 (the “Letter 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 Executive 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 June 16, 2008.


 


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 Executive’s 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 and the Letter
Agreement.  This Release shall not
pertain to any claim alleging that Northwest has failed to comply with any
obligations created by this 


 

















 


Mr.
Neal S. Cohen


May 13,
2008


Page
5


 


Release
or that Northwest has failed to pay to Executive the payments and benefits to
which Executive is entitled under the Agreement and the Letter 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, 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 Executive 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.


 


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.     Executive understands and
agrees that the terms of this Release, the Agreement and the Letter 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 Executive will
not voluntarily participate in any 


 

















 


Mr.
Neal S. Cohen


May 13,
2008


Page
6


 


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, Executive has had the opportunity to
consult with legal, financial and other personal advisors of Executive’s own
choosing as Executive 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
Executive to sign this Release except such statements as are expressly set
forth herein.  Executive agrees that
Executive 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 Executive may have of anyone, including legal
counsel and other personal advisors of Executive’s own choosing, and that
Executive 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 calendar 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 Executive’s 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 Catherine Wassberg, Associate General Counsel of Northwest Airlines, Inc.,
Department A1181, 2700 Lone Oak Parkway, Eagan, Minnesota, 55121, 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 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.


 

















 


Mr.
Neal S. Cohen


May 13,
2008


Page
7


 


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


 


 


	
  NORTHWEST
  AIRLINES, INC.:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Michael
  J. Becker

  	
   

  	
  Name:
  

  	
  Neal
  S. Cohen

  
	
  Senior
  Vice President

  	
   

  	
  Address:

  	
   

  
	
  Human
  Resources and Labor Relations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: