**Exhibit 10.15**

 

*Execution Copy*

 

AMENDED AND RESTATED

 

MANAGEMENT COMPENSATION AGREEMENT

 

between

 

NORTHWEST AIRLINES, INC.

 

and

 

NEAL S. COHEN

 

dated as of

 

April 14, 2008

 

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AMENDED AND RESTATED MANAGEMENT COMPENSATIONAGREEMENT

 

AMENDED AND RESTATED MANAGEMENT COMPENSATIONAGREEMENT made as of the 14th day of April, 2008 between NorthwestAirlines, Inc., a Minnesota corporation (the “Company”) and Neal S.Cohen (the “Executive”).

 

PREAMBLE

 

WHEREAS, Executive and the Company areparties to a Management Compensation Agreement dated as of May 2, 2005(the “Prior Agreement”); and

 

WHEREAS, Executive and the Company desire toamend and restate the Prior Agreement as provided herein.

 

NOW, THEREFORE, as of the date hereof, theCompany and Executive have agreed to terminate the Prior Agreement as of thedate hereof and replace the Prior Agreement with this Agreement, which shallsupersede the Prior Agreement in all respects.

 

1.             Terms ofEmployment.

 

1.1                                 Employment.  The Company agrees to employ Executive, andExecutive agrees to be employed by the Company, on the terms and conditions setforth herein.

 

1.2                                 Position and Duties.  During the term of Executive’s employmenthereunder, Executive shall serve as an Executive Vice President of the Companyand shall have such powers and duties as may from time to time be prescribed bythe Company.  Executive shall devotesubstantially all his working time and effort to the business and affairs ofthe Company and its affiliates, provided that Executive shall be permitted to serveon the board of directors of one or more companies so long as such service doesnot interfere with Executive’s obligations hereunder and is in accordance withthe Company’s policies.

 

2.             Compensation andBenefits.

 

2.1           Base Salary.  Executive’s Base Salary as of the EffectiveDate shall be $423,938.  Executive’s BaseSalary in effect from time to time may only be reduced in connection with abase wage reduction generally applicable to salaried employees of the Companyin an amount not more than any such reduction incurred by other seniorexecutives of the Company after the Effective Date, calculated as a percentageof base salary.  Executive’s Base Salaryshall be payable in accordance with the Company’s payroll policies.

 

2.2                                 IncentiveCompensation Programs.  During theterm of Executive’s employment hereunder:

 

(a)  Executive shall beentitled to receive from the Company three cash payments of $100,000 each, lessall applicable withholding taxes (the “Cash Retention Payments”), on May 1of 2008, 2009 and 2010, so long as Executive remains an active full-timeemployee of the Company on the applicable payment date.

 

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(b)  Executive shall beentitled to participate in the Company’s Key Employee Annual Cash IncentivePlan (the “KEACIP”) or any successor annual incentive plan, the termsand conditions of which shall be established from time to time by theCompensation Committee.

 

(c)  Executive shall beentitled to participate in the Company’s Long-Term Cash Incentive Plan or anysuccessor annual incentive plan, to the extent such plan continues in effect,the terms and conditions of which shall be established from time to time by theCompensation Committee.

 

2.3           Expenses.  During the term of Executive’s employmenthereunder, Executive shall be entitled to receive prompt reimbursements for allreasonable business expenses incurred in performing services hereunder inaccordance with the Company’s business expense reimbursement policies in effectfrom time to time.

 

#### 2.4           Employee BenefitPrograms of the Company.  Except asset forth below, Executive shall be entitled to participate while employedhereunder in the Company’s employee benefit programs at levels in effect fromtime to time for salaried employees at a level comparable to Executive,provided that Executive shall not participate in any severance pay planmaintained by the Company except to the extent necessary to receive anyseverance payments specifically provided for hereunder.

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#### 2.5           Retirement Plans.  Executive shall be entitled to participate inthe Northwest Airlines Supplemental Executive Retirement Plan (the “SERP”)on the terms and conditions set forth in an Ancillary Agreement to be providedto Executive by the Company.

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2.6           Indemnification.  Executive shall be entitled to be indemnifiedby the Company in accordance with the indemnification provision set forth inthe Company’s Articles of Incorporation or By-Laws (as either such document maybe modified, amended or replaced from time to time, collectively, the “GoverningInstruments”).

 

3.             Other Benefits.

 

3.1           Airline Pass.  In the event (A) Executive remains anactive full-time employee of the Company continuously from the Effective Datethrough April 1, 2009 or (B) Executive’s employment with the Companyis terminated by the Company other than for Cause or by Executive for GoodReason on or before April 1, 2009, then Executive shall be entitled toreceive, upon termination of employment, lifetime airline pass privileges forthe personal use of Executive and his spouse or registered domestic partner anddependent children so long as spouses, registered domestic partners anddependent children of employees generally are eligible for non-revenue travelpursuant to the Company’s pass policies (hereinafter, “Eligible Individuals”).  Such airline pass privileges (the “AirlinePass”) shall entitle Executive and Eligible Individuals to travel onregularly scheduled domestic and international flights operated by the Company,subject to all charges and fees then applicable to active management employeesof the Company and their dependents and pursuant to the Company’s pass policiesin effect from time to time, with boarding priority of F-1 or the equivalentthereof for a period of ten (10) years from and after the date suchpass is issued and F-1R thereafter.  Executive shall be responsible 

 

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for any personal income taxliability arising from such pass travel. Notwithstanding the foregoing, all benefits under this Section 3.1shall immediately and permanently cease in the event Executive violates theCompany’s pass policies in connection with such travel and/or in the event thatExecutive is or becomes, at any time thereafter, an employee of any air carrierthat competes with the Company (or any of its affiliates).

 

##### 3.2           Medical and DentalBenefits.  In the event (A) Executiveremains an active full-time employee of the Company continuously from theEffective Date through April 1, 2009 or (B) Executive’s employmentwith the Company is terminated by the Company other than for Cause or byExecutive for Good Reason on or before April 1, 2009, then, followingExecutive’s termination of employment and thereafter during the Executive’slifetime, Executive and his eligible dependents shall be entitled toparticipate in the Company’s medical and dental plans generally applicable toall management employees of the Company under the same terms and conditions asshall apply to such management employees; provided, however, that coverageunder such plans shall be secondary to Medicare or any other governmentinsurance program in which Executive may be entitled to participate, andprovided further, if in the future Executive becomes employed by anotheremployer, such coverage shall become secondary to any coverage provided by suchemployer for the period in which Executive is entitled to such coverage.  In addition, while employed by the Companyhereunder, Executive shall be entitled to participate in the Company’s MedicalExpense Reimbursement Program on the same terms and conditions generallyapplicable to other executives of the Company.

#####  

4.             Terminationof Employment.

 

4.1           Upon Death.  Executive’s employment hereunder shallterminate upon his death.

 

4.2           By the Company.  The Company may terminate Executive’semployment hereunder at any time with or without Cause.

 

4.3           By the Executive.  Executive may terminate his employmenthereunder at any time for any reason.

 

4.4           Notice of Termination.  Any termination of Executive’s employmenthereunder (other than by death) shall be communicated by thirty (30) days’advance written Notice of Termination by the terminating party to the otherparty to this Agreement; provided that no advance Notice of Terminationof Executive for Cause by the Company is required.

 

4.5           Board/Committee Resignation.  Executive’s termination of employment for anyreason, shall constitute, as of the Date of Termination and to the extentapplicable, a resignation as an officer of the Company and a resignation fromthe board of directors (and any committees thereof) of any of the Company’saffiliates and from the board of directors or similar governing body of anycorporation, limited liability company or other entity in which the Company orany affiliate holds an equity interest and with respect to which board or similargoverning body Executive serves as the Company’s or such affiliate’s designeeor other representative.

 

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5.             Payments in the Event of Termination of Employment.

 

5.1           Payments in the Event of Termination bythe Company for Cause or Voluntary Termination by Executive.  If Executive’s employment hereunder isterminated by the Company for Cause, as a result of death or Disability or byExecutive other than for Good Reason, the Company shall pay Executive (a) hisaccrued and unpaid Base Salary through the Date of Termination and (b) anyvested or accrued and unpaid payments, rights or benefits Executive may beotherwise entitled to receive pursuant to the terms of any written retirement,pension or other employee benefit or compensation plan maintained by theCompany at the time or times provided therein.

 

5.2           Payments in the Event of Any OtherTermination of Employment.  IfExecutive’s employment hereunder is terminated by the Company other than forCause, or by Executive for Good Reason:

 

#### (a)   subject to Section 2.2(a) hereof, theCompany shall pay Executive (i) his accrued and unpaid Base Salary throughthe Date of Termination, (ii) any incentive payment under the Key EmployeeAnnual Cash Incentive Program, or any successor annual incentive plan, (the “IncentivePayment”) for any calendar year ended before the Date of Termination, (iii) apro rata share (based on days employed during the applicable year) of theIncentive Payment Executive would otherwise have received with respect to theyear in which the Date of Termination occurs, payable at the time the IncentivePayment would otherwise be payable to Executive; provided, however,that 100% of the Incentive Payment shall be determined solely with reference tothe financial performance of the Company for the year (based on the goalspreviously established with respect thereto) (rather than a portion of theIncentive Payment determined on the basis of individual performance); provided,further, in the event that Company’s performance exceeds 100% of thefinancial performance target for the year, that portion of the Incentive Paymentthat would have, but for this Section 5.2(a), related to the achievementof the individual performance target shall be 100% and (iv) any vested oraccrued and unpaid payments, rights or benefits Executive may be otherwiseentitled to receive pursuant to the terms of any written retirement, pension orother employee benefit or compensation plan maintained by the Company at thetime or times provided therein.

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(b)  subject to Section 2.2(a) hereof,in addition to the compensation and benefits described in Section 5.2(a),the Company shall pay Executive, no later than thirty (30) days following theDate of Termination, a lump sum cash payment (the “Severance Payment”)equal to the product of two (2) times the sum of (i) Executive’sannual Base Salary and (ii) the target Incentive Payment for Executivewith respect to the year in which the Date of Termination occurs (or if notarget has been set for that year, the target Incentive Payment for theimmediately preceding year).

 

#### (c)   Executive shall not be required to mitigate theamount of any payment provided for in this Section 5.2 by seeking otheremployment or otherwise, and no such payment shall be offset or reduced as aresult of Executive’s obtaining new employment.

 

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#### (d)  Notwithstanding anything else tothe contrary in this Agreement, the Company’s obligation regarding the paymentsprovided for in Section 5.2(b) hereof is expressly conditioned uponthe execution, delivery and non-revocation of a general release in the formattached hereto as Attachment A.

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5.3           Compliance with Tax Regulations.  All payments pursuant to this Section 5shall be made in compliance with all applicable laws, rules andregulations, including without limitation the provisions of the American JobsCreation Act of 2004 and all rules and regulations promulgated thereunder.

 

6.             Confidentiality; Non-Compete; Non-Solicitation; Non-Disparagement.

 

(a) While employed by the Company andthereafter, Executive shall not disclose any Confidential Information eitherdirectly or indirectly, to anyone (other than appropriate Company employees andadvisors), or use such information for his own account, or for the account ofany other person or entity, without the prior written consent of the Company orexcept as required by law.  Thisconfidentiality covenant has no temporal or geographical restriction.  For purposes of this Agreement, “ConfidentialInformation” shall mean all non-public information respecting the Company’sbusiness, including, but not limited to, its services, pricing, scheduling,products, research and development, processes, customer lists, marketing plansand strategies, financing plans and the terms and provisions of this Agreement,but excluding information that is, or becomes, available to the public (unlesssuch availability occurs through an unauthorized act on the part of theExecutive).  Upon termination of thisAgreement, Executive shall promptly supply to the Company all property and anyother tangible product or document that has been produced by, received by orotherwise submitted to Executive during or prior to his term of employment, andshall not retain any copies thereof.

 

(b) Executive acknowledges that hisservices are of special, unique and extraordinary value to the Company.  Accordingly, so long as the Company hascomplied with its obligations set forth in Section 5 hereof, Executiveshall not, without the consent of the Company, at any time prior to the firstanniversary of the Date of Termination (i) become an employee, consultant,officer, partner or director of any air carrier which competes with the Company(or any of its affiliates) or (ii) whether on Executive’s own behalf or onbehalf of or in conjunction with any person, company, business entity or otherorganization whatsoever, directly or indirectly solicit or encourage anyemployee of the Company or its affiliates to leave the employment of theCompany or its affiliates.

 

(c) While employed by the Company andthereafter, Executive agrees not to make any untruthful or disparagingstatements, written or oral, about the Company, its affiliates, theirpredecessors or successors or any of their past and present officers,directors, stockholders, partners, members, agents and employees or the Company’sbusiness practices, operations or personnel policies and practices to any ofthe Company’s customers, clients, competitors, suppliers, investors, directors,consultants, employees, former employees, or the press or other media in anycountry.

 

(d)  Executive agrees that, followinghis termination of employment, he will refer all inquiries by third partiesregarding his employment with the Company to the Senior Vice 

 

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President –Human Resources of the Company, and the Company agrees that, followingExecutive’s termination of employment, neither the Chief Executive Officer northe Senior Vice President – Human Resources of the Company shall make, inresponse to any such inquiry, any untruthful or disparaging statements, writtenor oral, about Executive’s conduct during his employment with the Company.

 

(e)  Both the Company and Executive agreethat any breach of the terms of this Section 6 by such party would resultin irreparable injury and damage to the other party for which there would be noadequate remedy at law, and that, in the event of said breach or any threat ofbreach by such party, the other party 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 suchparty may be entitled at law or in equity. Executive further agrees that theprovisions of the covenant not to compete are reasonable.  Should a court determine, however, that anyprovision of the covenant not to compete is unreasonable, either in period oftime, geographical area, or otherwise, the parties hereto agree that thecovenant should be interpreted and enforced to the maximum extent which suchcourt deems reasonable.  The provisionsof this Section 6 shall survive any termination of this Agreement andExecutive’s term of employment.  Theexistence of any claim or cause of action or otherwise, shall not constitute adefense to the enforcement of the covenants and agreements of this Section 6.

 

7.             Successors andAssigns.

 

### (a) ThisAgreement shall bind any successor to the Company, whether by purchase, merger,consolidation or otherwise, in the same manner and to the same extent that theCompany would be obligated under this Agreement if no such succession had takenplace.  In any agreement providing forthe sale of all or substantially all of the Company’s assets, the Company shallcause the acquiring party to assume and agree to perform the Company’sobligations under this Agreement.

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### (b) ThisAgreement shall not be assignable by Executive. This Agreement and all rights of Executive hereunder shall inure to thebenefit of and be enforceable by, Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributes,devises and legatees.

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8.             Term.

 

The term of this Agreement shall commence onthe Effective Date and end upon the Executive’s termination of employment.  The rights and obligations of the Company andExecutive shall survive the termination of this Agreement to the fullest extentnecessary to give effect to the terms hereof.

 

9.             Notices.

 

Notices and other communications provided forherein shall be in writing (which shall include notice by facsimiletransmission) and shall be delivered or mailed (or if by graphic scanning orother facsimile communications equipment of the sending party hereto, deliveredby such equipment), addressed as follows:

 

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#### (a)  if to Executive, to the address setforth on the signature page hereto, and

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#### (b)  if to the Company, c/o NorthwestAirlines, Inc., 2700 Lone Oak Parkway, Eagan, Minnesota 55121,Attention:  Secretary,

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or, in each case, to such otheraddress as a party may from time to time designate in writing in accordancewith this Section.  All notices and othercommunications given to any party hereto in accordance with the provisions ofthis Agreement shall be deemed to have been given when delivered if deliveredby hand, when transmission confirmation is received if delivered by facsimile,three business days after mailing if mailed, and one business day after depositwith an overnight courier service if delivered by overnight courier.  Notwithstanding the foregoing, if a notice orother communication is actually received after 5:00 p.m. at the recipient’sdesignated address, such notice or other communication shall be deemed to havebeen given the later of (i) the next business day or (ii) thebusiness day on which such notice or other communication is deemed to have beengiven pursuant to the immediately preceding sentence.

 

10.           Withholding.

 

All payments required to be made by theCompany hereunder shall be subject to the withholding and/or deduction of suchamounts as are required to be withheld or deducted pursuant to any applicablelaw or regulation.  The Company shallhave the right and is hereby authorized to withhold or deduct from anycompensation or other amount owing to Executive, applicable withholding taxesand deductions and to take such action as may be necessary in the opinion ofthe Company to satisfy all obligations for the payment of such taxes ordeductions.

 

11.           Certain DefinedTerms.

 

As used herein, the following terms have thefollowing meanings:

 

“Agreement” shall mean this Amendedand Restated Management Compensation Agreement, as the same may be amended,supplemented or otherwise modified from time to time in accordance herewith.

 

“Base Salary” shall mean the annualbase salary of the Executive in effect from time to time under Section 2.1.

 

“Board” shall mean the Board ofDirectors of the Company.

 

 “Cause”shall mean with respect to termination by the Company of Executive’s employmenthereunder (i) an act or acts of dishonesty by Executive resulting in, orintended to result in, directly or indirectly, any personal enrichment ofExecutive, (ii) an act or acts of dishonesty by Executive intended tocause substantial injury to the Company, (iii) material breach (other thanas a result of a Disability) by Executive of Executive’s obligations under thisAgreement which action was (a) undertaken without a reasonable belief thatthe action was in the best interests of the Company and (b) not remediedwithin a reasonable period of time after receipt of written notice from theCompany specifying the alleged breach, (iv) Executive’s conviction of, orplea of nolo contendere to, a crime constituting (a) a felony under thelaws of any country, the United States or any state thereof or (b) amisdemeanor involving moral 

 

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turpitude or (v) amaterial breach of (a) the Company’s Code of Business Conduct or (b) theprovisions of this Agreement.

 

  “CompensationCommittee” shall mean the Compensation Committee of the Board of Directorsof the Company or any subcommittee thereof.

 

“Date of Termination” shall mean, withrespect to Executive, the date of termination of Executive’s employmenthereunder after the notice period provided by Section 4.4.

 

“Disability” shall mean Executive’sphysical or mental condition which prevents continued performance of his dutieshereunder, if Executive establishes by medical evidence that such conditionwill be permanent and continuous during the remainder of Executive’s life or islikely to be of at least three (3) years duration.

 

“Effective Date” shall mean the dateof this Agreement, as set forth above.

 

“Eligible Individuals” shall have themeaning set forth in Section 3.1 hereof.

 

“Good Reason” shall mean with respectto an Executive, any one or more of the following:

 

#### (a) a reduction in Executive’s Base Salary or level of target incentivepayment under the KEACIP or any successor annual incentive plan (except aspermitted hereunder);

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#### (b) any material change in Executive’s job  responsibilities, provided that as longas Executive retains a substantial portion of his then current oversightresponsibilities, a transfer of a portion of such oversight responsibilitiesshall not in and of itself constitute a material change in Executive’s jobresponsibilities;

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#### (c) the relocation of the Company’s principal executive offices toa location outside the Minneapolis-St. Paul Metropolitan Area; or

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#### (d) a material breach by the Company of this Agreement;

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provided,however, that the foregoing events shall constitute Good Reason only ifthe Company fails to cure such event within thirty (30) days after receipt fromExecutive of written notice of the event which constitutes Good Reason; provided,further, that “Good Reason” shall cease to exist for an event on the 60thday following the later of its occurrence or Executive’s knowledge thereof,unless Executive has given the Company written notice thereof prior to suchdate.

 

In addition, in order for Executive’stermination of his employment to be considered for Good Reason, suchtermination must occur within one (1) year after the event giving rise tosuch Good Reason.  Executive’s continuedemployment shall not constitute consent to, or a waiver of rights with respectto, any circumstances constituting Good Reason hereunder.

 

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“KEACIP” shall have the meaning setforth in Section 2.2(b) hereof.

 

“Notice of Termination” shall mean a notice specifying the Dateof Termination.

 

 “SERP” shall have themeaning set forth in Section 2.5 hereof.

 

“Severance Payment” shall have the meaning set forth in Section 5.2(b) hereof.

 

12.           Executive Representation.

 

Executive hereby represents to the Companythat the execution and delivery of this Agreement by Executive and the Companyand the performance by Executive of Executive’s duties hereunder shall notconstitute a breach of, or otherwise contravene, the terms of any employmentagreement or other agreement or policy to which Executive is a party orotherwise bound.

 

13.           Amendment.

 

No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing signed by Executive and an authorized officer of theCompany.

 

14.           Governing Law.

 

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.

 

15.           Validity.

 

#### The invalidity orunenforceability of any provision or provisions of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreementwhich shall remain in full force and effect.

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16.           Arbitration.

 

Except as otherwise provided in Section 17of this Agreement, all disputes and controversies arising from or inconjunction with Executive’s employment with, or any termination from, theCompany and all disputes and controversies arising under or in connection withthis Agreement (except claims for vested benefits brought under ERISA) shall besettled by mandatory arbitration conducted before one arbitrator havingknowledge of employment law in accordance with the rules for expeditedresolution of employment disputes of the American Arbitration Association thenin effect.  In the event the partiescannot agree upon a single arbitrator, each party shall select an arbitratorand the two arbitrators so chosen shall then select a single arbitrator.  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 

 

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claims arisingout of this Agreement or breach of this Agreement.  All costs and expenses incurred in connectionwith any arbitration including, without limitation, arbitrator and attorney’sfees, shall be paid by the non-prevailing party in the arbitration unless thearbitrator determines that such expenses must be otherwise allocated underapplicable law to maintain the validity of this Section 16.

 

17.           Specific Performance.

 

Notwithstanding Section 16 of thisAgreement, if Executive breaches or threatens to commit a breach of Section 6of this Agreement, the Company shall have the right to specific performance(i.e., the right and remedy to have the terms and conditions of Section 6specifically enforced by any court of competent jurisdiction), it being agreedthat any breach or threatened breach of Section 6 would cause irreparableinjury and that money damages may not provide an adequate remedy.

 

18.           Cooperation.

 

Executive shall provide his reasonablecooperation (subject to his reasonable availability) in connection with anyinvestigation, action or proceeding (or any appeal from any action or proceeding)which relates to events occurring during Executive’s employment hereunder.  This provision shall survive any terminationof this Agreement.

 

19.           Entire Agreement.

 

This Agreement, together with the Release containthe entire understanding between the Company and Executive with respect toExecutive’s employment with the Company and supersedes in all respects anyprior or other agreement or understanding between the Company or any affiliateof the Company and Executive with respect to Executive’s employment.

 

20.           Parent Undertaking.

 

NorthwestAirlines Corporation, as parent corporation to the Company, hereby agrees tocause the Company to perform all of its obligations hereunder and Executiveshall be deemed to have entered into this Agreement in reliance upon theundertaking set forth herein.

 

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IN WITNESSWHEREOF, Northwest Airlines Corporation, the Company and Executive haveexecuted this Agreement as of the day and year first above written.

 

 
|   | NORTHWEST AIRLINES CORPORATION |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            | *   /*s*/* Douglas M. Steenland |
|   |                           |   Douglas M. Steenland |
|   |                           |   Chief Executive Officer |
|   |                           |
|   |                           |
|   | NORTHWEST AIRLINES, INC.       |

 

 
|   | By:                              | *   /*s*/* Douglas M. Steenland |
|--------|----------------------------------|------------------------------------------------|
|   |                             |   Douglas M. Steenland               |
|   |                             |   Chief Executive Officer            |
|   |                             |
|   |                             |
|   | EXECUTIVE:                       |
|   |                             |
|   |                             |
|   | */*s*/*  Neal S. Cohen           |
|   |   Neal  S. Cohen       |
|   |                             |
|   |  Executive’s  Address: |

 

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