Exhibit 10.30


 


MANAGEMENT
COMPENSATION AGREEMENT


 


between


 


NORTHWEST
AIRLINES, INC.


 


and


 


ANDREW C.
ROBERTS


 


dated as of


 


April 17,
2002


 





















 


MANAGEMENT
COMPENSATION AGREEMENT


 


MANAGEMENT
COMPENSATION AGREEMENT made as of the 17th day of April, 2002 between
Northwest Airlines, Inc., a Minnesota corporation (the “Company”) and
Andrew C. Roberts (the “Executive”).


 


PREAMBLE


 


The Company
and Executive hereby desire to enter into a Management Compensation Agreement
dated as of April 17, 2002.


 


1.               Terms
of Employment.


 


1.1                                 Employment.  The Company agrees to continue to employ
Executive, and Executive agrees to continue to serve the Company, on the terms
and conditions set forth herein.


 


1.2                                 Position and Duties.  During the term of Executive’s employment
hereunder, Executive shall continue to have his title, powers and duties as on
the Effective Date or such other powers and duties as may from time to time be
prescribed by the Company, provided that such powers and duties are
consistent with or represent a promotion from Executive’s powers and duties as
of the Effective Date, unless otherwise consented to in writing by Executive; provided,
however, that as long as Executive retains a substantial portion of his
then current oversight responsibility, the Company shall be permitted to
transfer a portion of Executive’s oversight responsibility without the consent
of Executive.  Executive shall devote
substantially all his working time and effort to the business and affairs of
the Company and its affiliates.


 


2.               Compensation.


 


2.1                                 Base Salary.  Executive’s Base Salary shall be his base
salary in effect on the Effective Date, as increased thereafter by the
Company.  Executive’s Base Salary in
effect from time to time may only be reduced in connection with a base wage
reduction for salaried employees of the Company, by an amount not to exceed 20%
of Base Salary in effect on the date of such wage reduction.  For purposes of calculating any other
payments or benefits hereunder (except as specified in Section 2.4) any
reductions in Base Salary shall be disregarded. 
Executive’s Base Salary shall be payable in accordance with the Company’s
payroll policies.


 


2.2                                 Bonus.  Executive shall be entitled to participate in
the Company’s Key Employee Annual Cash Incentive Plan (the “KEACIP”) or any
successor annual bonus plan, the terms and conditions of which shall be
established by the Board from time to time.


 


2.3                                 Expenses.  During the term of Executive’s employment
hereunder, Executive shall be entitled to receive prompt reimbursements for all
reasonable expenses incurred in performing services hereunder, provided
that Executive properly accounts therefor in accordance with Company policy.


 


2.4                                 Compensation and
Benefit Programs of the Company. 
Except as set forth below, Executive shall continue while employed
hereunder to participate in the Company’s


 





















 


employee compensation and benefit programs (or any successor programs)
at levels in effect on the Effective Date. 
Exceptions to the preceding sentence are:


 


(a)                                  Amounts payable to
Executive under the Company’s benefit programs may be reduced to reflect a
benefit reduction for salaried employees of the Company, in the same manner
that salaried employees are generally affected by such reduction.


 


(b)                                 Executive shall not
participate in any severance pay plan or annual bonus plan maintained by the
Company except to the extent necessary to receive any severance or bonus
payments specifically provided for hereunder.


 


3.               Airline Pass.


 


Subject to Executive’s continued employment
with the Company through September 30, 2005 or if Executive’s employment
hereunder is terminated by the Company other than for Cause prior to such date,
Executive shall be entitled to receive upon termination of employment lifetime
airline pass privileges for the personal use of Executive and his or her spouse
or registered domestic partner and dependent children so long as spouses,
registered domestic partners and dependent children of employees generally are
eligible for nonrevenue travel pursuant to the Company’s pass policies
(hereinafter, “Eligible Individuals”). 
Such airline pass privileges (the “Airline Pass”) shall entitle
Executive and Eligible Individuals to travel on regularly scheduled Northwest
domestic and international flights, subject to all charges and fees then
applicable to active management employees of the Company and their dependents
and pursuant to the Company’s pass policies in effect from time to time, with
boarding priority of (i) F-1 or the equivalent thereof for ten (10)
years from and after the date such pass is issued, (ii) Y-1/F-2 or the
equivalent thereof for the next succeeding ten (10) years, and
(iii) 2-R or the equivalent thereof after the aggregate twenty-year period
described in clauses (i) and (ii) above. 
Executive shall be responsible for any personal income tax liability
arising from such pass travel. 
Notwithstanding the foregoing, all benefits under this Section 3
shall immediately and permanently cease in the event Executive violates the
Company’s pass policies in connection with such travel and/or in the event that
Executive is or becomes, at any time thereafter, an employee of any of the top
five airlines in the United States (other than the Company) ranked by revenue
passenger miles.


 


4.               Termination
of Employment.


 


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


 


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


 


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


 


4.4                                 Notice of
Termination, Payments.  Any
termination of Executive’s employment hereunder (other than by death) shall be
communicated by thirty (30) days’ advance written Notice of Termination by
the terminating party to the other party to this Agreement;


 


2





















 


provided that no
advance Notice of Termination of Executive for Cause by the Company is
required.


 


5.                                       Payments in
the Event of Termination of Employment.


 


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


 


5.2                                 Payments in the
Event of Any Other Termination of Employment.  If Executive’s employment hereunder is
terminated by the Company other than for Cause, or by Executive for Good
Reason:


 


(a)  The Company shall pay
Executive (i) his accrued and unpaid Base Salary through the Date of
Termination, (ii) any bonus under the Key Employee Cash Incentive Bonus
Program, or any successor annual bonus plan, (the “Incentive Bonus”) for
any calendar year ended before the Date of Termination, (iii) a pro rata
share (based on days employed during the applicable year) of the Incentive
Bonus Executive would otherwise have received with respect to the year in which
the Date of Termination occurs, payable at the time the Incentive Bonus would
otherwise be payable to Executive; provided, however, that 100%
of the Incentive Bonus shall be determined solely with reference to the
financial performance of the Company for the year (based on the goals
previously established with respect thereto) (rather than a portion of the
Incentive Bonus determined on the basis of individual performance); provided,
further, in the event that Company’s performance exceeds 100% of the
financial performance target for the year, that portion of the Incentive Bonus
that would have, but for this Section 5.2(a), related to the achievement
of the individual performance target shall be 100% and (iv) any vested or
accrued and unpaid payments, rights or benefits Executive may be otherwise
entitled to receive pursuant to the terms of any written retirement, pension or
other employee benefit or compensation plan maintained by the Company at the
time or times provided therein.


 


(b)  In addition to the
compensation and benefits described in Section 5.2(a):


 


(i)                                     The Company shall
pay Executive, no later than thirty (30) days following Executive’s termination
of employment, a lump sum amount equal to two (2) times the sum of
(i) Executive’s annual Base Salary and (ii) the target Incentive
Bonus for Executive with respect to the year in which the Date of Termination
occurs (or if no target has been set for that year, the target Incentive Bonus
for the immediately preceding year).


 


(ii)                                  With
regard to group life insurance and group medical and dental insurance, until
the earlier of the fourth anniversary of Executive’s Date of


 


3





















 


Termination or the date Executive is employed
by a new employer, Executive, his dependents, beneficiaries and estate shall be
entitled to all benefits under such group life insurance and group medical and
dental insurance as if Executive were still employed by the Company hereunder
during such period.


 


(c)  Executive shall not be
required to mitigate the amount of any payment provided for in this Section 5.2
by seeking other employment or otherwise, and no such payment shall be offset
or reduced as a result of Executive obtaining new employment.


 


(d)  Notwithstanding anything else
to the contrary in this Agreement, the Company’s obligation regarding the
payments and insurance continuation provided for in Sections 5.2(a)(iii)
and 5.2(b)(i) and (ii) is expressly conditioned upon the execution, delivery
and non-revocation of a general release in the form attached hereto as
Attachment A.


 


5.3                                 Board/Committee
Resignation.  Executive’s termination
of employment for any reason, shall constitute, as of the date of such
termination and to the extent applicable, a resignation as an officer of the
Company and a resignation from the Board (and any committees thereof) and the
Board of Directors (and any committees thereof) of any of the Company’s
affiliates and from the board of directors or similar governing body of any
corporation, limited liability company or other entity in which the Company or
any affiliate holds an equity interest and with respect to which board or
similar governing body Executive serves as the Company’s or such affiliate’s
designee or other representative. 


 


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


 


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


 


Executive
acknowledges that his services are of special, unique and extraordinary value
to the Company.  Accordingly, Executive
shall not at any time prior to the first anniversary 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 on behalf of or in conjunction with any
person, company, business


 


4





















 


entity or
other organization whatsoever, directly or indirectly solicit or encourage any
employee of the Company or its affiliates to leave the employment of the
Company or its affiliates.


 


While employed
by the Company and thereafter, Executive agrees not to make any untruthful or
disparaging statements, written or oral, about the Company, its affiliates,
their predecessors or successors or any of their past and present officers,
directors, stockholders, partners, members, agents and employees or the Company’s
business practices, operations or personnel policies and practices to any of
the Company’s customers, clients, competitors, suppliers, investors, directors,
consultants, employees, former employees, or the press or other media in any
country.


 


Executive
agrees that any breach of the terms of this Section 6 would result in
irreparable injury and damage for which there would be no adequate remedy at
law, and that, in the event of said breach or any threat of breach, the Company
shall be entitled to an immediate injunction and restraining order to prevent
such breach or threatened breach, without having to prove damages, in addition
to any other remedies to which the Company may be entitled at law or in equity.
Executive further agrees that the provisions of the covenant not to compete are
reasonable.  Should a court determine,
however, that any provision of the covenant not to compete is unreasonable,
either in period of time, geographical area, or otherwise, the parties hereto
agree that the covenant should be interpreted and enforced to the maximum
extent which such court deems reasonable. 
The provisions of this Section 6 shall survive any termination of
this Agreement and Executive’s term of employment.  The existence of any claim or cause of action
or otherwise, shall not constitute a defense to the enforcement of the
covenants and agreements of this Section 6.


 


7.               Successors
and Assigns.


 


(a)  This
Agreement shall bind any successor to the Company, whether by purchase, merger,
consolidation or otherwise, in the same manner and to the same extent that the
Company would be obligated under this Agreement if no such succession had taken
place.


 


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


 


8.               Term.


 


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


 


9.               Notices.


 


Notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered to and mailed by United
States mail, addressed:


 


5





















 


(a)  if to Executive, to the
address set forth on the signature page hereto, and


 


(b)  if to the Company, c/o
Northwest Airlines, Inc., 2700 Lone Oak Parkway, Eagan, Minnesota 55121,
Attention:  General Counsel,


 


or, in each
case, to such other address as may have been furnished in writing.


 


10.         Withholding.


 


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


 


11.         Certain
Defined Terms.


 


As used
herein, the following terms have the following meanings:


 


“Agreement”
shall mean this 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 salary of the Executive in effect from time to time
under Section 2.1.


 


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


 


“Cause”
shall mean with respect to termination by the Company of Executive’s employment
hereunder (i) an act or acts of dishonesty by Executive resulting in, or
intended to result in, directly or indirectly, any personal enrichment of
Executive, (ii) an act or acts of dishonesty by Executive intended to
cause substantial injury to the Company, (iii) material breach (other than
as a result of a Disability) by Executive of Executive’s obligations under this
Agreement which action was (a) undertaken without a reasonable belief that
the action was in the best interests of the Company and (b) not remedied
within a reasonable period of time after receipt of written notice from the
Company specifying the alleged breach, (iv) Executive’s conviction of, or
plea of nolo contendere to, a crime constituting (a) a felony under the
laws of any country, the United States or any state thereof or (b) a
misdemeanor involving moral turpitude or (v) a material breach of
(a) the Company’s Code of Business Conduct or (b) the provisions of
this Agreement.


 


“Date of
Termination” shall mean, with respect to Executive, the date of termination
of Executive’s employment hereunder after the notice period provided by Section 4.4.


 


“Disability”
shall mean Executive’s physical or mental condition which prevents continued
performance of his duties hereunder, if Executive establishes by medical
evidence that


 


6





















 


such condition
will be permanent and continuous during the remainder of Executive’s life or is
likely to be of at least three (3) years duration.


 


“Effective
Date” shall mean April 17, 2002.


 


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


 


(a)                                  a material reduction
in Executive’s Base Salary or level of target bonus under the KEACIP or any
successor bonus plan (except as permitted hereunder);


 


(b)                                 except as otherwise
provided in Section 1.2, any substantial and sustained diminution in
Executive’s authority or responsibilities hereunder;


 


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


 


(d)                                 a failure by the
Company to comply with any provision of this Agreement;


 


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


 


In order for
Executive’s termination of his employment to be considered for Good Reason,
such termination must occur within one (1) year after the event giving
rise to such Good Reason.  Executive’s
continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason hereunder.


 


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


 


12.         Executive
Representation.


 


Executive
hereby represents to the Company that the execution and delivery of this
Agreement by Executive and the Company and the performance by Executive of
Executive’s duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any employment agreement or other agreement or policy
to which Executive is a party or otherwise bound.


 


13.         Amendment.


 


No provision
of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Executive and an
authorized officer of the Company.


 


7





















 


14.         Governing
Law.


 


The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of Minnesota, without regard to principles of
conflicts of laws.


 


15.         Validity.


 


The invalidity
or unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement
which shall remain in full force and effect.


 


16.         Arbitration.


 


Except as
otherwise provided in Section 17 of this Agreement, all disputes and
controversies arising from or in conjunction with Executive’s employment with,
or any termination from, the Company and all disputes and controversies arising
under or in connection with this Agreement (except claims for vested benefits
brought under ERISA) shall be settled by mandatory arbitration conducted before
one arbitrator having knowledge of employment law in accordance with the rules
for expedited resolution of employment disputes of the American Arbitration
Association then in effect.  The
arbitration shall be held in the Minneapolis/St. Paul metropolitan area at a
location selected by the Company.  The
determination of the arbitrator shall be made within thirty (30) days
following the close of the hearing on any dispute or controversy and shall be
final and binding on the parties.  The
parties hereby waive their right to a trial of any and all claims arising out
of this Agreement or breach of this Agreement. 
All costs and expenses incurred in connection with any arbitration including,
without limitation, arbitrator and attorney’s fees, shall be paid by the
nonprevailing party in the arbitration unless the arbitrator determines that
such expenses must be otherwise allocated under applicable law to maintain the
validity of this Section 16.


 


17.         Specific
Performance.


 


Notwithstanding
Section 16 of this Agreement, if Executive breaches or threatens to commit
a breach of Section 6 of 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 6 specifically enforced by any court of competent
jurisdiction), it being agreed that any breach or threatened breach of Section 6
would cause irreparable injury and that money damages may not provide an adequate
remedy.


 


18.         Cooperation.


 


Executive
shall provide his reasonable cooperation in connection with any investigation,
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 termination
of this Agreement.


 


8





















 


19.         Compensation
Limitation.


 


Notwithstanding
the foregoing, Executive and the Company agree that (i) to the extent permitted
by the Air Transportation Safety and System Stabilization Act (the “Act”) any
payments or benefits payable to Executive under this Agreement (including,
without limitation, payments under Sections 2 and 5 hereof) or pursuant to
any other compensation or benefit plan of the Company or other arrangement
between the Company and Executive that do not comply with the Act shall be
deferred until such payments or benefits may be paid under the Act, and (ii) to
the extent the Act does not permit the deferral of any such payments or
benefits, the maximum compensation and/or severance Executive may receive from
the Company under this Agreement or any other compensation or benefit plan of
the Company or other arrangement between the Company and Executive will not
exceed the amount allowed under the Act.


 


20.         Entire
Agreement.


 


This
Agreement, together with the Release, any award agreement between the Company
and Executive entered into pursuant to the Company’s stock incentive plans, and
the Company’s employee benefit plans in which Executive will continue to
participate as provided in this Agreement, contain the entire understanding
between the Company and Executive with respect to Executive’s employment with
the Company and supersedes in all respects any prior or other agreement or
understanding between the Company or any affiliate of the Company and Executive
with respect to Executive’s employment.


 


IN WITNESS
WHEREOF, the Company and Executive have executed this Agreement as of the day
and year first above written.


 


 


	
   

  	
  NORTHWEST AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Richard H. Anderson

  	
   

  
	
   

  	
   

  	
   

  	
  Richard H. Anderson

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Andrew C. Roberts

  	
   

  
	
   

  	
   

  	
  Andrew C. Roberts

  
	
   

  	
   

  	
  Senior Vice President—Technical

  
	
   

  	
   

  	
  Operations

  
						



 


9