**Exhibit 10.7**

 

FINAL

Employee Option

 

AMENDMENT NO. 1

TO THE

NORTHWEST AIRLINES CORPORATION

2007 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD

(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 Compensation Committee of the Board of Directors of NorthwestAirlines 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 Compensation Committeeof the Board of Directors of the Company hereby amends the Plan’s Non-QualifiedStock Option Award (the “Option”) as follows:

 

1.                             Amendmentof Option.  Section 1.1 of the Optionis deleted in its entirety and hereby replaced with the following:

 

“1.1         “Cause” shallmean “Cause” as defined in a management compensation agreement between theOptionee and the Company or a Subsidiary or, if not defined therein or if thereis no such agreement, “Cause” shall mean any one or more of the following: (a) anact or acts of personal dishonesty by the Optionee intended to result insubstantial personal enrichment of the Optionee at the expense of the Companyor a Subsidiary, (b) an act or acts of personal dishonesty by the Optioneeintended to cause substantial injury to the Company or a Subsidiary, (c) materialbreach (other than as a result of a Disability) by the Optionee of the Optionee’sobligations under the terms and conditions of the Optionee’s employment, whichaction was (i) undertaken without a reasonable belief that the action wasin the best interests of the Company or a Subsidiary and (ii) not remediedwithin fifteen days after receipt of written notice from the Company or aSubsidiary specifying the alleged breach, or (d) the conviction of theOptionee of a felony.”

 

2.                             Amendmentof the Option. The sub-section entitled “Change of Control” of Section 4of the Option is hereby deleted in its entirety and replaced with thefollowing:

 

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“*Change of Control*: In the event of aChange of Control, the Option shall, to the extent then outstanding, vest inaccordance with Section 13.2(a) of the Plan. If the Optionee’semployment is terminated without Cause or if the Optionee terminates employmentfor Good Reason, in each case, within two (2) years following a Change ofControl, the Optionee will have three (3) years following the date of suchtermination of employment to exercise any portion of the Option (to the extentthe Option is exercisable, and not previously exercised or cancelled)thereafter; provided, however, the Option shall not be exercisable laterthan ten (10) years after the date granted.  For purposes hereof, “Good Reason” shall mean“Good Reason” as defined in a management compensation agreement (asamended, if applicable) between the Optionee and the Company or a Subsidiaryor, if not defined therein or if there is no such agreement, “Good Reason”shall mean “Good Reason” as defined in the Plan.

 

3.                             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.

 

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

 

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