**Exhibit 10.3**

 

FINAL

 

AMENDMENT NO. 1

TO THE

NORTHWEST AIRLINES, INC.

2003 LONG TERM CASH INCENTIVE PLAN

(Effective as of April 14, 2008)

 

This AMENDMENTNO. 1 TO THE NORTHWEST AIRLINES, INC. 2003 LONG TERM CASH INCENTIVE PLAN (the “Amendment”)is hereby adopted and approved by the Compensation Committee of Board ofDirectors of Northwest Airlines Corporation (the “Northwest Airlines Corp.”) asof the date set forth above.

 

Pursuant tothe authority granted under Section 7(f) of the Northwest Airlines, Inc.2003 Long Term Cash Incentive Plan (the “Plan”), the Compensation Committee ofthe Board of Directors of Northwest Airlines Corp. hereby amends the Plan asfollows:

 

1.                             Amendmentof the Plan.  The definition of “Cause”under the Plan is hereby deleted in its entirety and replaced with thefollowing:

 

““Cause” means “Cause” as defined in a management compensationagreement between a Participant and the Company or a Subsidiary or, if notdefined therein or if there is no such agreement, “Cause” shall mean theoccurrence of any one or more of the following: (a) an act or acts ofpersonal dishonesty by the Participant intended to result in substantialpersonal enrichment of the Participant at the expense of the Company or aSubsidiary, (b) an act or acts of personal dishonesty by the Participantintended to cause substantial injury to the Company or a Subsidiary, (c) materialbreach (other than as a result of a “Disability” (as defined in an Award, or ifnot defined therein, “Disability” within the meaning of Section 22(e)(3) ofthe Internal Revenue Code of 1986, as amended from time to time, as determinedby the Committee)) by the Participant of the Participant’s obligations underthe terms and conditions of the Participant’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 (15) daysafter receipt of written notice from the Company or a Subsidiary specifying thealleged breach, or (d) the conviction of the Participant of a felony.”

 

2.                             Amendmentof the Plan.  The clause (iii) ofthe definition of “Good Reason” under the Plan is hereby deleted in itsentirety and replaced with the following:

 

“(iii)        the relocation of theParticipant’s principal place of employment by more than 50 miles (excludingtravel requirements relating to the Participant’s duties), without theParticipant’s consent;”

 

----

 

3.                             Amendment of the Plan.  The following is added to the definition of “GoodReason” at the end thereof:

 

“provided, however, that the foregoing events in clause(i), (ii) or (iii) shall constitute Good Reason only if the Companyfails to cure such event within thirty (30) days after receipt from theParticipant of written notice of the event which constitutes Good Reason; and provided,further, that “Good Reason” shall cease to exist for an event on the 60thday following the later of its occurrence or the Participant’s knowledgethereof, unless the Participant has given the Company written notice thereofprior to such date.”

 

4.                             Amendmentof the Plan.  Section 3 of thePlan is amended by adding thereto the following:

 

“Notwithstanding the foregoing*,*the Administrator may, in itsdiscretion, equitably increase (but not decrease) the payment under clause (A) above(taking into consideration, without limitation, the actual incentive levelanticipated to be achieved, based on the established performance measures forthe applicable Performance Period).”

 

5.             Amendment of thePlan.  Section 5 of the Plan isamended by adding thereto the following:

 

“Notwithstanding the foregoing, in the event of a Change in Control,the Administrator shall not be permitted to reduce any cash payment otherwisepayable under then outstanding Awards or terminate any then outstanding Awardsat any time prior to a Payment Date.  Inthe event of a Change in Control, the Administrator shall, in good faith, makeany adjustment reasonably determined by it to be equitable to the performancelevels set forth in an Award with regard to the Performance Period in effect atthe time of the Change in Control to reflect any change to the business of theCompany (or any successor to the Company) resulting from such Change inControl.”

 

6.                             Amendmentof the Plan. The following Section 9 is hereby added to the Plan:

 

“Section 9.             *Successors.*

 

The Plan shall constitute a binding obligation to any successor to theCompany, whether by purchase, merger, consolidation or otherwise, in the samemanner and to the same extent that the Company would be obligated under thePlan if no such succession had taken place. In any agreement providing for the sale of all or substantially all ofthe Company’s assets, the Company shall cause the acquiring party to assume andagree to perform the Company’s obligations under the Plan.”

 

7.                             Definitions.Except as otherwise defined in this Amendment, capitalized terms 

 

----

 

used but notdefined herein shall have the meanings given them in the Plan.

 

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

 

Adopted by the Compensation Committee of the Board of Directors of NorthwestAirlines Corporation on April 14, 2008.

 

----