**EXHIBIT10.2**

** **

July 1, 2005

 

Mr. J. Timothy Griffin

18060 Shavers Lane

Woodland, MN 55391

 

 

Re:                               NorthwestAirlines Corporation E-Commerce Incentive Compensation Program Award Agreementdated as of April 23, 2004 (the “Award Agreement”) by and between NorthwestAirlines Corporation (the “Company”) and J. Timothy Griffin

 

 

DearMr. Griffin:

 

On April 23, 2004, you weregranted an award (the “Award”) under the Northwest Airlines CorporationE-Commerce Incentive Compensation Program (the “E-Commerce Plan”) for 20Points, the terms and conditions of which were evidenced by theabove-referenced Award Agreement.  TheCompensation Committee of the Board of Directors of the Company has approvedcertain amendments to your Award that are set forth in this letter agreement (the“Agreement”).  You and the Company haveagreed as follows:

 

1.             As the result of the disposition in November 2004 byNorthwest Airlines, Inc. (“Northwest”), the principal operating subsidiary ofthe Company, of certain shares of common stock of Orbitz, Inc. (“Orbitz”),which is one of the e-commerce businesses covered by the Award, you wereentitled, upon vesting of the Award, to a redemption payment (the “RedemptionAmount”), plus interest from the date of such disposition to the paymentdate.  The Award Agreement provides thatthe Award will vest, subject to your continued employment with Northwest andthe achievement of a financial target related to Northwest’s e-commercerevenues, in three equal installments on April 23, 2005, April 23, 2006 and April23, 2007.  The financial target relatedto Northwest’s e-commerce revenues has been satisfied.  The first installment of the RedemptionAmount vested on April 23, 2005 and was paid to you in April 2005.  Notwithstanding the provisions of the AwardAgreement, the Company hereby agrees to pay you within ten (10) business daysafter the date of this Agreement an amount equal to the remaining, unvestedportion of the Redemption Payment, which equals $1,850,034, plus interest onsuch amount at the rate specified in the E-Commerce Plan from the date ofNorthwest’s disposition of the Orbitz shares to the date of such payment (collectively,the “Payment Amount”).

 

 

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2.             In the event that, on or before the first or secondanniversary of the date of this Agreement (as the case may be) your employmentwith Northwest is terminated by the Company for Cause (as defined in Exhibit Aattached hereto) or by you without Good Reason (as defined in Exhibit Aattached hereto), you agree that you shall pay to the Company in cash withinten (10) days after the date of such termination (i) 125% of the Payment Amountif such termination occurs on or before the first anniversary of the date ofthis Agreement or (ii) 62.5% of the Payment Amount if such termination occursafter the first anniversary of the date of this Agreement and on or before thesecond anniversary of the date of this Agreement.   If you fail to pay to the Company any amountrequired to be paid by you pursuant to this Section 2, you agree that theCompany or any affiliate of the Company shall be permitted to off-set any suchamounts against other amounts that are owed to you by the Company or suchaffiliate.

 

3.             You agree as follows:

 

(a)           While employed by Northwest andthereafter, you shall not disclose any confidential information either directlyor indirectly, to anyone (other than the Company or an affiliate of the Companyand their respective employees and advisors), or use such information for yourown account, or for the account of any other person or entity, without theprior written consent of the Company or except as required by law.  This confidentiality covenant has no temporalor geographical restriction.  Upontermination of your employment with Northwest, you shall promptly supply to theCompany all property and any other tangible product or document which has beenproduced by, received by or otherwise submitted to you during or prior to yourterm of employment, and shall not retain any copies thereof.

 

(b)          You acknowledge that your services areof special, unique and extraordinary value to the Company.  Accordingly, you agree that you shall not atany time prior to the first anniversary of the date of your termination ofemployment with Northwest become an employee, consultant, officer, partner ordirector of any air carrier which competes with the Company (or any of itsaffiliates) or have any significant interest (i.e., 10% or more of the votingstock) in any such air carrier.

 

(c)           You agree that any breach of theterms of this Section 3 would result in irreparable injury and damage for whichthere would be no adequate remedy at law, and that, in the event of said breachor any threat of breach, the Company shall be entitled to an immediateinjunction and restraining order to prevent such breach or threatened breach,without having to prove damages, in addition to any other remedies to which theCompany may be entitled at law or in equity. You further agree that the provisions of the covenant not to compete setforth in Section 3(b) hereof are reasonable. Should a court determine, however, 

 

 

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that any provision of thecovenant not to compete is unreasonable, either in period of time, geographicalarea, or otherwise, the parties hereto agree that the covenant should beinterpreted and enforced to the maximum extent that such court deemsreasonable.  The provisions of thisSection 3 shall survive any termination of your employment with Northwest.  The existence of any claim or cause of actionor otherwise, shall not constitute a defense to the enforcement of thecovenants and agreements of this Section 3.

 

4.             Any redemption amount payable to you pursuant to theprovisions of the E-Commerce Plan and the Award Agreement with respect to anye-commerce investment other than Orbitz shall not be modified or affected inany way by any of the provisions contained herein.

 

# 5.             All payments required to be made by the Companyhereunder shall be subject to the withholding of such amounts as are requiredto be withheld pursuant to any applicable law or regulation.

6.             Except as otherwise provided inSection 3(c) of this Agreement, all disputes and controversies arisingunder or in connection with this Agreement shall be settled by mandatoryarbitration conducted before one arbitrator having knowledge of employment lawin accordance with the rules for expedited resolution of employment disputes ofthe American Arbitration Association then in effect.  The arbitration shall be held in theMinneapolis/St. Paul metropolitan area at a location selected by theCompany.  The determination of thearbitrator shall be made within thirty (30) days following the close ofthe hearing on any dispute or controversy and shall be final and binding on theparties.  The parties hereby waive theirright to a trial of any and all claims arising out of this Agreement or breachof this Agreement.  All costs andexpenses incurred in connection with any arbitration including, withoutlimitation, arbitrator and attorney’s fees, shall be paid by the non-prevailingparty in the arbitration unless the arbitrator determines that such expensesmust be otherwise allocated under applicable law to maintain the validity ofthis Section 6.

# 7.             No provision of this Agreement may be modified, waivedor discharged unless such waiver, modification or discharge is agreed to inwriting signed by you and an authorized officer of the Company.  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofMinnesota, without regard to principles of conflicts of laws.  This Agreement may be signed in counterparts,each of which shall be an original, with the same effect as if the signaturesthereto and hereto were upon the same instrument.

Please indicate your acceptance and agreement with the provisions ofthis Agreement by signing in the space provided below.

 

 

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|                                            |   | Very  truly yours,                      |
|-------------------------------------------------|--------|-----------------------------------------|
|                                            |   |                                    |
|                                            |   |                                    |
|                                            |   |                                    |
|                                            |   |                                    |
|                                            |   | By:                                     | /s/ Douglas M. Steenland |
|                                            |   | Douglas M. Steenland                    |
|                                            |   | President & Chief Executive Officer |
|                                            |   |                                    |
| ACCEPTED  AND AGREED:                           |   |                                    |
|                                            |   |                                    |
|      /s/ J. Timothy Griffin |   |                                    |
|      J. Timothy Griffin     |   |                                    |
|                                            |   |                                    |
|                                                 |        |                                         |  |  |

Date:   July 1, 2005

 

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**Exhibit A**

 

 

                                “Cause”shall mean with respect to termination by Northwest of your employment(i) an act or acts of dishonesty by you resulting in, or intended toresult in, directly or indirectly, any personal enrichment of you, (ii) anact or acts of dishonesty by you intended to cause substantial injury to theCompany or any of its affiliates, (iii) material breach (other than as aresult of a Disability (as defined below)) by you of your obligations under anyManagement Compensation Agreement between you and Northwest, which action was(a) undertaken without a reasonable belief that the action was in the bestinterests of the Company or any of its affiliates and (b) not remediedwithin a reasonable period of time after receipt of written notice fromNorthwest specifying the alleged breach, (iv) your conviction of, or pleaof nolo contendere to, a crime constituting (a) a felony under the laws ofany country, the United States or any state thereof or (b) a misdemeanorinvolving moral turpitude or (v) a material breach of (a) the Company’sCode of Business Conduct or (b) the provisions of any ManagementCompensation Agreement between you and Northwest.

 

“Disability” shallmean your physical or mental condition which prevents continued performance ofyour duties for Northwest, if you establish by medical evidence that suchcondition will be permanent and continuous during the remainder of your life oris likely to be of at least three (3) years duration.

“Good Reason” shallmean any one or more of the following:

(a)           a material reduction in your basesalary or level of target bonus under the KEACIP or any successor bonus plan(except to the extent of any reduction in connection with a base wage reductionfor salaried employees of Northwest, by an amount not to exceed 20% of yourbase salary in effect on the date of such wage reduction);

#### (b)           any substantial and sustaineddiminution in your authority or responsibilities for Northwest (provided,however, that as long as you retain a substantial portion of your thencurrent oversight responsibility, Northwest shall be permitted to transfer aportion of your oversight responsibility without your consent; or

#### (c)           the relocation of the Company’sprincipal executive offices to a location outside the Minneapolis-St. PaulMetropolitan Area.

provided, however,that the foregoing events shall constitute Good Reason only if Northwest failsto cure such event within thirty (30) days after receipt from you of writtennotice of the event which constitutes Good Reason; provided, further,that “Good Reason” shall cease to exist for an event on the 60th dayfollowing the later of its occurrence or your knowledge thereof, unless youhave given Northwest written notice thereof prior to such date.

 

 

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 In order for the termination of youremployment to be considered for Good Reason, such termination must occur withinone (1) year after the event giving rise to such Good Reason.  Your continued employment shall notconstitute consent to, or a waiver of rights with respect to, any circumstanceconstituting Good Reason hereunder.

 

 

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