**Exhibit 10.11**

 

FINAL

SAR

 

AMENDMENT NO. 1

TO THE

NORTHWEST AIRLINES CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK APPRECIATION RIGHT AWARD

(Effective as of April 14, 2008)

 

This AMENDMENT NO. 1 TO THE NORTHWESTAIRLINES CORPORATION 2007 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD (the“Amendment”) is hereby adopted and approved by the Compensation Committee ofthe Board of Directors of Northwest Airlines Corporation (the “Company”) as ofthe date set forth above.

 

Pursuant to the authoritygranted under Section 3.1(g) of the Northwest Airlines Corporation2007 Stock Incentive Plan (the “Plan”), the Compensation Committee of the Boardof Directors of the Company hereby amends the Plan’s Stock Appreciation Right Award(the “SAR”) as follows:

 

1.                                                                                       Amendment of SAR.  Section 1.1 of the SAR is deleted in itsentirety and hereby replaced with the following:

 

“1.1                           “Cause”shall mean “Cause” as defined in a management compensation agreement betweenthe Grantee and the Company or a Subsidiary or, if not defined therein or ifthere is no such agreement, “Cause” shall mean any one or more of thefollowing: (a) an act or acts of personal dishonesty by the Granteeintended to result in substantial personal enrichment of the Grantee at theexpense of the Company or a Subsidiary, (b) an act or acts of personaldishonesty by the Grantee intended to cause substantial injury to the Companyor a Subsidiary, (c) material breach (other than as a result of aDisability) by the Grantee of the Grantee’s obligations under the terms andconditions of the Grantee’s employment, which action was (i) undertakenwithout a reasonable belief that the action was in the best interests of theCompany or a Subsidiary and (ii) not remedied within fifteen days afterreceipt of written notice from the Company or a Subsidiary specifying thealleged breach, or (d) the conviction of the Grantee of a felony.”

 

2.                                                                                       Amendment ofthe SAR. The sub-section entitled “Change of Control” of Section 4 of theSAR is hereby deleted in its entirety and replaced with the following:

 

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“*Change of Control*: In the event of a Change of Control, theSAR shall, to the extent outstanding, vest in accordance with Section 13.2(a) ofthe Plan. If the Grantee’s employment is terminated without Cause or if the Granteeterminates employment for Good Reason, in each case, within two (2) yearsfollowing a Change of Control, the Grantee will have three (3) yearsfollowing the date of such termination of employment to exercise any portion ofthe SAR (to the extent the SAR is exercisable, and not previously exercised orcancelled) thereafter; provided, however, the SAR shall not be exercisable later than ten (10) yearsafter the date granted.  For purposeshereof, “Good Reason” shall mean “Good Reason” as defined in a managementcompensation agreement (as amended, if applicable) between the Grantee and theCompany or a Subsidiary or, if not defined therein or if there is no suchagreement, “Good Reason” shall mean “Good Reason” as defined in the Plan.

 

3.                                                                                       Definitions. Except asotherwise defined in this Amendment, capitalized terms used but not definedherein shall have the meanings given them in the Northwest Airlines Corporation2007 Stock Incentive Plan or the SAR.

 

4.                                                                                       General.  References to the “SAR” contained in the SARshall mean the SAR as amended by this Amendment.  Except as herein provided, the SAR shallremain unchanged and in full force and effect.

 

Adoptedby the Compensation Committee of the Board of Directors of Northwest AirlinesCorporation on April 14, 2008.

 

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