**Exhibit 10.6**

 

FINAL

Director Option

 

AMENDMENT NO. 1

TO THE

NORTHWEST AIRLINES CORPORATION

2007 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD

**(Director)**

(Effective as of April 14, 2008)

 

This AMENDMENTNO. 1 TO THE NORTHWEST AIRLINES CORPORATION 2007 STOCK INCENTIVE PLANNON-QUALIFIED STOCK OPTION AWARD (the “Amendment”) is hereby adopted andapproved by the Board of Directors of Northwest Airlines Corporation (the “Company”)as of the date set forth above.

 

Pursuant tothe authority granted under Section 3.1(g) of the Northwest AirlinesCorporation 2007 Stock Incentive Plan (the “Plan”), the Board of Directors ofthe Company hereby amends the Plan’s Non-Qualified Stock Option Award (the “Option”)as follows:

 

1.                             Amendmentof the Option.  Section 2 of theOption is hereby amended by deleting the penultimate sentence therein in itsentirety and replacing it with the following:

 

“Notwithstanding the foregoing, in the event the Company has notreceived all such required approvals on or before the date of the meeting ofthe Company’s stockholders that next follows the Grant Date (the “StockholderMeeting”), then the Option shall be cancelled immediately and the Company shallhave no further obligations hereunder.”

 

 2.                            Amendmentof the Option.  Section 3 of theOption is hereby amended: by deleting “One installment equal to 33.33% of theOption upon May 31, 2008” and replacing it with the following: “Oneinstallment equal to 33.33% of the Option upon the later of (a) May 31,2008, and (b) the date of the Stockholder Meeting.”

 

3.                             Amendment of theOption.  Section 3 of the Optionis hereby amended by adding thereto the following:

 

“In the event of a Change of Control, the Option shall, to the extentthen outstanding, vest in accordance with Section 13.2(a) of thePlan.”

 

4.                             Amendment of theOption.  Section 5.1(c) ofthe Option is hereby deleted in its entirety and replaced with the following:

 

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“(c)                         If the Optionee ceasesto be a member of the Company’s Board of Directors for any reason other thanthe Optionee’s death, 90 days following the date the Optionee ceases to be amember of the Company’s Board of Directors; *provided,however*, in the event of a Change of Control, if immediatelyfollowing such Change of Control the Optionee does not continue as, or is notappointed as, a member of the Board of Directors of the parent entity (the “SuccessorBoard”) resulting from the transaction constituting such Change of Control, orif at any point during the two year period thereafter the non-employee directorceases to serve as a director of the Successor Board as a result of (i) afailure to be included in the slate of nominees to serve as directors, whichslate is included in the proxy statement approved by the Successor Board, (ii) afailure to be re-elected as a member of the Successor Board notwithstanding having been included in such slateor otherwise having been nominated to serve as a director, or (iii) suchdirector otherwise being removed from the Successor Board (other than for Causeas defined below), three years following the date the Optionee is not appointedto or otherwise ceases to be a member of, the Successor Board.  For the purposes of these Terms andConditions, “Cause” shall mean (a) an act or acts of personaldishonesty by the Optionee intended to result in substantial personalenrichment of the Optionee at the expense of the Company or a Subsidiary, (b) anact or acts of personal dishonesty by the Optionee intended to causesubstantial injury to the Company or a Subsidiary, (c) material breach(other than as a result of a disability) by the Optionee of the Optionee’sobligations as a non-employee director, 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 15 days followingwritten notice from the Company’s Board of Directors specifying the allegedbreach or (d) the conviction of the Optionee of a felony.”

 

5.                             Definitions.Except as otherwise defined in this Amendment, capitalized terms used but notdefined herein shall have the meanings given them in the Northwest AirlinesCorporation 2007 Stock Incentive Plan or the Option.

 

6.                             General.  References to the “Option” contained in theOption shall mean the Option as amended by this Amendment.  Except as herein provided, the Option shallremain unchanged and in full force and effect.

 

Adopted by the Board of Directors of Northwest Airlines Corporation on April 14,2008.

 

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