**Exhibit 10.2**

 
|  |   | Northwest  Airlines, Inc. 

Department  A1180 

2700  Lone Oak Parkway

Eagan,  MN  55121 |
|--|--------|-----------------------------------------------------------------------------------------------------|

 

May 13,2008

 

NealS. Cohen

4970Meadville

Greenwood,MN 55331

 

DearMr. Cohen:

 

Aswe discussed, and in connection with a reorganization of its business,  Northwest Airlines, Inc. (“Northwest” orthe “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 theEffective Date as a termination by the Company other than for cause.

 

TheCompany acknowledges that pursuant to your Amended and Restated ManagementCompensation Agreement with Northwest dated as of April 14, 2008 (asamended by the Amendment dated as of April 15, 2008, collectively the “Agreement”),following the Effective Date you are entitled to the payments and benefitsapplicable to an involuntary termination of employment by the Company otherthan for cause, as set forth in your Agreement, provided that at the time ofyour termination you sign, return to Northwest and not revoke this letter andthe attached General Release of any and all claims by you against Northwest andother released parties.  You will not berequired to mitigate the amount of any monetary separation payment and no suchpayment will be offset or reduced as a result of your obtaining newemployment.  Please read this letter andthe attached release thoroughly and review them with an attorney or a person ofyour choosing.  Should you choose to signthe attached General Release and this letter, please return the originals toCatherine Wassberg, Associate General Counsel, Northwest Airlines, Inc.,Department A1181, 2700 Lone Oak Parkway, Eagan, Minnesota, 55121, telephone612-727-0827.

 

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

 

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Mr.Neal S. Cohen

May 13,2008

Page2

 

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

 

·                  Notwithstandingthe provisions contained in the award documentation pertaining to your StockAwards and notwithstanding the termination of your employment, the remainingunvested portion of your Stock Awards will continue to vest during yourlifetime in five equal installments of 16.67% each on November 30, 2008and 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 Awardsthat has not previously vested on May 31, 2011, as if you remained anemployee 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), thevesting of your Stock Awards shall be governed by the terms and conditions ofAmendment No. 2 to the Stock Plan adopted as of April 14, 2008 by theCompensation Committee of the Board of Directors (the “Compensation Committee”)of  NorthwestAirlines Corporation (“NWA Corp.”) and the Amendments to your RSU award andyour 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 anemployee of Northwest through the effective date of any such Change inControl.    In the event of your death,any unvested portion of your Stock Awards as of the date of your death will becanceled immediately upon your death.

 

·                  Notwithstandingthe provisions contained in the award documentation pertaining to the period inwhich your vested Stock Options remain exercisable, you or, in the event ofyour death, your estate or a person who acquires the right to exercise yourStock Options by bequest or inheritance, will be entitled  to exercise any vested portion of your StockOptions (including any portion previously vested, any portion that will vestupon the termination of your employment with Northwest, and any portion thatvests in accordance with the provisions hereof) (to the extent not previously exercised or canceled in accordance withthe 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 andNorthwest Airlines Corporation (the “Merger Agreement”) is consummated, untilthe third anniversary of the consummation of the Merger, or (ii) in theevent 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 inaccordance with the provisions of the preceding paragraph shall remainexercisable during your lifetime for a period of not less than ninety (90) daysafter the date on which such portion vests.

 

Exceptas expressly set forth herein, all of the terms and conditions of your StockAwards shall continue in effect as set forth in the Stock Plan and shallsurvive the termination of your 

 

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Mr.Neal S. Cohen

May 13,2008

Page3

 

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

 

Wehave attached a copy of the press release that we intend to publicly releaseonce this letter is countersigned by you. It is our understanding that you have approved the press release.  Except as required by law or by anyadministrative or legislative body with jurisdiction over the Company, we willlimit any public comments in the future about your tenure with, or departurefrom, the Company in a manner consistent with the attached press release.  Further, we will reimburse you for reasonablecounsel fees incurred by you up to a maximum of $10,000 in connection with thematters covered by this letter.

 

Weappreciate your contributions to Northwest and wish you the best in your futureendeavors.

 

Verytruly yours,

 

NORTHWESTAIRLINES, 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                                                                                        |

 

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Mr.Neal S. Cohen

May 13,2008

Page4

 

**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 otherthan for cause; and

 

WHEREAS,Executive and Northwest have reached a full and final compromise and settlementof all matters, disputes, causes of action, claims, contentions and differencesbetween 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 claimsarising from or derivative of Executive’s employment with Northwest andExecutive’s termination from employment with Northwest;

 

WHEREAS,in return for Northwest performing its obligations as provided for herein andas set forth in the Amended and Restated Management Compensation Agreementdated 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 theterms of this General Release (the “Release”);

 

WHEREAS,Executive (i) understands that in executing the Release Executive is, interalia, giving up rights and claims under the Age Discrimination inEmployment Act of 1967, as amended, 29 U.S.C. Section 621et seq.  (“ADEA”), and (ii) hasbeen given a period of not less than twenty-one (21) days within which toconsider this Release;

 

NOW,THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, Executive and Northwest agree and covenant as follows:

 

1.             By entering into this Release, theReleased 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 withNorthwest shall be terminated effective June 16, 2008.

 

3.             In consideration of the obligationsof Executive as set forth in this Release and the Agreement, and in fullsettlement and final satisfaction of any and all claims, contractual orotherwise, which Executive had, has or may have against Northwest and/or theReleased Parties with respect to Executive’s employment, termination fromemployment with Northwest, or otherwise arising on or prior to the date ofexecution of this Release, Northwest shall pay to Executive the payments andbenefits to which Executive is entitled under the Agreement and the LetterAgreement.  This Release shall notpertain to any claim alleging that Northwest has failed to comply with anyobligations created by this 

 

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Mr.Neal S. Cohen

May 13,2008

Page5

 

Releaseor that Northwest has failed to pay to Executive the payments and benefits towhich Executive is entitled under the Agreement and the Letter Agreement upontermination of Executive’s employment.

 

4.             (a)           Executive,for and in consideration of the payments as set forth in the Agreement and forother good and valuable consideration, hereby releases and forever dischargesand covenants not to sue, and by this Release does release and foreverdischarge, 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 orunknown, suspected or unsuspected, of every kind and nature whatsoever, whichmay heretofore have existed or which may now exist, including but not limitedto those arising under the ADEA, Title VII of the Civil Rights Act of 1964, asamended, 42 U.S.C. Section 2000e, etseq., Executive Order11246, 30 Fed. Reg. 12319; the Employee Retirement Income Security Act of 1974,as amended, 29 U.S.C. Section 1001, etseq., the AmericansWith Disabilities Act, as amended, 42 U.S.C. Section 12101, etseq.,the Federal Equal Pay Act, 29 U.S.C. Section 2061, et seq., theReconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981, etseq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701,etseq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601,etseq., the Minnesota Human Rights Act, Minn. Stat. Section 363.01,etseq., and any all state or local constitutions and/or lawsregarding employment discrimination and/or federal, state or localconstitutions and/or laws of any type or description regarding employment aswell as any claim for breach of contract, wrongful discharge, breach of anyexpress 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, whetherlegal or equitable, including but not limited to any claims arising from orderivative of Executive’s employment with Northwest and Executive’s terminationof employment with Northwest or otherwise. Executive acknowledges that Executive has not been discriminated againston the basis of age, sex, disability, race, ethnicity, religion or any otherprotected class status.

 

(b)           Without in any way limiting theforegoing, this Release shall not affect any present or future indemnificationobligations that Northwest and the Released Parties may have to Executivepursuant to any charter, by-law, agreement or policy of insurance.

 

5.     Executive covenants andagrees not to sue nor authorize any other party, either governmental orotherwise, to file any grievances, arbitration or commence any otherproceeding, administrative or judicial, against the Released Parties in anycourt of law or equity, or before any administrative agency, with respect toany matter relating to this Agreement or to matters occurring during Executive’semployment with Northwest.

 

6.     Executive understands andagrees that the terms of this Release, the Agreement and the Letter Agreementare confidential.

 

7.     Executive agrees not tomake any untruthful or disparaging statements, written or oral, aboutNorthwest, the Released Parties or Northwest’s personnel policies and practicesto any of Northwest’s customers, competitors, suppliers, employees, formeremployees, or the press or other media. Except as herein contemplated, Executive also agrees that Executive willnot voluntarily participate in any 

 

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Mr.Neal S. Cohen

May 13,2008

Page6

 

proceeding of any kindbrought against the Released Parties relating to this Agreement or to mattersoccurring during Executive’s employment with Northwest.

 

8.             (a)           Theparties agree that this Release should be construed in accordance with the lawsof the State of Minnesota, exclusive of Minnesota choice of law provisions.

 

(b)           The parties agreethat any and all further legal proceedings between Executive and the ReleasedParties, whether arising under statute, constitutions, contract, common law orotherwise, including the issue of arbitrability, will be submitted for resolutionexclusively pursuant to the arbitration provision contained in theAgreement.  The parties hereby waivetheir right to a trial of any and all claims arising out of this Release orbreach of this Release.

 

(c)           Should any provisionof this Release be found to be in violation of any law, or ineffective orbarred for any reason whatsoever, the remainder of this Release shall be infull force and effect to the maximum extent permitted by law.

 

9.             Northwest andExecutive agree to execute such other documents to take such other actions asmay be reasonably necessary to further the purposes of this Release.

 

10.           (a)           Executive acknowledges and agreesthat, in deciding to execute this Release, Executive has had the opportunity toconsult with legal, financial and other personal advisors of Executive’s ownchoosing as Executive deems appropriate, in assessing whether to execute thisRelease.  Executive represents andacknowledges that no representations, statement, promise, inducement, threat orsuggestion has been made by Northwest or the Released Parties to influenceExecutive to sign this Release except such statements as are expressly setforth herein.  Executive agrees thatExecutive has been given a minimum of twenty-one (21) days within which toconsider the terms and effects of this Release insofar as it relates tosettlement and release of potential claims under the ADEA, and to consult with,and to ask any questions that Executive may have of anyone, including legalcounsel and other personal advisors of Executive’s own choosing, and thatExecutive has executed this Release voluntarily and with full understanding ofits terms and effects.

 

(b)   Executive has the right torescind this Release as far as it extends to potential claims under Minn. Stat.Ch. 363 (prohibiting discrimination in employment) by written notice to theCompany within 15 calendar days following the execution of this Release.  Executive also has the right to revoke thisRelease as far as it extends to potential claims under the Age Discriminationin Employment Act, 29 U.S.C. Section 621 etseq.,by informing the Company of Executive’s intent to revoke this Release withinseven calendar days following the execution of this Release.  To be effective, notice, rescission orrevocation must be in writing and must be delivered either by hand or by mailto Catherine Wassberg, Associate General Counsel of Northwest Airlines, Inc.,Department A1181, 2700 Lone Oak Parkway, Eagan, Minnesota, 55121, within thespecified period.  If a notice ofrescission or revocation is delivered by mail, it must be:  (i) postmarked within the 15 or 7 dayperiod, respectively, (ii) properly addressed as set forth above, and (iii) sentby certified mail return receipt requested. This Release shall not become effective or enforceable until the 15 or 7day periods described above have expired. No payments shall be due, owing or paid by Northwest unless and untilthis Release becomes effective.

 

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Mr.Neal S. Cohen

May 13,2008

Page7

 

ThisRelease may not be changed or modified, except by a written instrument signedby 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: |   |
|                                      |        |            |  |  |  |  |  |

 

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