EXHIBIT
10.2


 


July 1, 2005


 


Mr. J. Timothy Griffin


18060 Shavers Lane


Woodland, MN 
55391


 


 


Re:                               Northwest
Airlines Corporation E-Commerce Incentive Compensation Program Award Agreement
dated as of April 23, 2004 (the “Award Agreement”) by and between Northwest
Airlines Corporation (the “Company”) and J. Timothy Griffin


 


 


Dear
Mr. Griffin:


 


On April 23, 2004, you were
granted an award (the “Award”) under the Northwest Airlines Corporation
E-Commerce Incentive Compensation Program (the “E-Commerce Plan”) for 20
Points, the terms and conditions of which were evidenced by the
above-referenced Award Agreement.  The
Compensation Committee of the Board of Directors of the Company has approved
certain amendments to your Award that are set forth in this letter agreement (the
“Agreement”).  You and the Company have
agreed as follows:


 


1.             As the result of the disposition in November 2004 by
Northwest Airlines, Inc. (“Northwest”), the principal operating subsidiary of
the Company, of certain shares of common stock of Orbitz, Inc. (“Orbitz”),
which is one of the e-commerce businesses covered by the Award, you were
entitled, upon vesting of the Award, to a redemption payment (the “Redemption
Amount”), plus interest from the date of such disposition to the payment
date.  The Award Agreement provides that
the Award will vest, subject to your continued employment with Northwest and
the achievement of a financial target related to Northwest’s e-commerce
revenues, in three equal installments on April 23, 2005, April 23, 2006 and April
23, 2007.  The financial target related
to Northwest’s e-commerce revenues has been satisfied.  The first installment of the Redemption
Amount vested on April 23, 2005 and was paid to you in April 2005.  Notwithstanding the provisions of the Award
Agreement, the Company hereby agrees to pay you within ten (10) business days
after the date of this Agreement an amount equal to the remaining, unvested
portion of the Redemption Payment, which equals $1,850,034, plus interest on
such amount at the rate specified in the E-Commerce Plan from the date of
Northwest’s disposition of the Orbitz shares to the date of such payment (collectively,
the “Payment Amount”).


 


 





















 


2.             In the event that, on or before the first or second
anniversary of the date of this Agreement (as the case may be) your employment
with Northwest is terminated by the Company for Cause (as defined in Exhibit A
attached hereto) or by you without Good Reason (as defined in Exhibit A
attached hereto), you agree that you shall pay to the Company in cash within
ten (10) days after the date of such termination (i) 125% of the Payment Amount
if such termination occurs on or before the first anniversary of the date of
this Agreement or (ii) 62.5% of the Payment Amount if such termination occurs
after the first anniversary of the date of this Agreement and on or before the
second anniversary of the date of this Agreement.   If you fail to pay to the Company any amount
required to be paid by you pursuant to this Section 2, you agree that the
Company or any affiliate of the Company shall be permitted to off-set any such
amounts against other amounts that are owed to you by the Company or such
affiliate.


 


3.             You agree as follows:


 


(a)           While employed by Northwest and
thereafter, you shall not disclose any confidential information either directly
or indirectly, to anyone (other than the Company or an affiliate of the Company
and their respective employees and advisors), or use such information for your
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.  Upon
termination of your employment with Northwest, you shall promptly supply to the
Company all property and any other tangible product or document which has been
produced by, received by or otherwise submitted to you during or prior to your
term of employment, and shall not retain any copies thereof.


 


(b)          You acknowledge that your services are
of special, unique and extraordinary value to the Company.  Accordingly, you agree that you shall not at
any time prior to the first anniversary of the date of your termination of
employment with Northwest become an employee, consultant, officer, partner or
director of any air carrier which competes with the Company (or any of its
affiliates) or have any significant interest (i.e., 10% or more of the voting
stock) in any such air carrier.


 


(c)           You agree that any breach of the
terms of this Section 3 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. 
You further agree that the provisions of the covenant not to compete set
forth in Section 3(b) hereof are reasonable. 
Should a court determine, however, 


 


 


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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 that such court deems
reasonable.  The provisions of this
Section 3 shall survive any termination of your employment with Northwest.  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 3.


 


4.             Any redemption amount payable to you pursuant to the
provisions of the E-Commerce Plan and the Award Agreement with respect to any
e-commerce investment other than Orbitz shall not be modified or affected in
any way by any of the provisions contained herein.


 


5.             All payments required to be made by the Company
hereunder shall be subject to the withholding of such amounts as are required
to be withheld pursuant to any applicable law or regulation.


6.             Except as otherwise provided in
Section 3(c) of this Agreement, all disputes and controversies arising
under or in connection with this Agreement 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 non-prevailing
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 6.


7.             No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by you and an authorized officer of the Company.  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.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


Please indicate your acceptance and agreement with the provisions of
this Agreement by signing in the space provided below.


 


 


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  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Douglas M. Steenland

  
	
   

  	
   

  	
  Douglas M. Steenland

  
	
   

  	
   

  	
  President & Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
       /s/ J. Timothy Griffin

  	
   

  	
   

  
	
       J. Timothy Griffin

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



Date:   July 1, 2005


 


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Exhibit A


 


 


                                “Cause”
shall mean with respect to termination by Northwest of your employment
(i) an act or acts of dishonesty by you resulting in, or intended to
result in, directly or indirectly, any personal enrichment of you, (ii) an
act or acts of dishonesty by you intended to cause substantial injury to the
Company or any of its affiliates, (iii) material breach (other than as a
result of a Disability (as defined below)) by you of your obligations under any
Management Compensation Agreement between you and Northwest, which action was
(a) undertaken without a reasonable belief that the action was in the best
interests of the Company or any of its affiliates and (b) not remedied
within a reasonable period of time after receipt of written notice from
Northwest specifying the alleged breach, (iv) your 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 any Management
Compensation Agreement between you and Northwest.


 


“Disability” shall
mean your physical or mental condition which prevents continued performance of
your duties for Northwest, if you establish by medical evidence that such
condition will be permanent and continuous during the remainder of your life or
is likely to be of at least three (3) years duration.


“Good Reason” shall
mean any one or more of the following:


(a)           a material reduction in your base
salary or level of target bonus under the KEACIP or any successor bonus plan
(except to the extent of any reduction in connection with a base wage reduction
for salaried employees of Northwest, by an amount not to exceed 20% of your
base salary in effect on the date of such wage reduction);


(b)           any substantial and sustained
diminution in your authority or responsibilities for Northwest (provided,
however, that as long as you retain a substantial portion of your then
current oversight responsibility, Northwest shall be permitted to transfer a
portion of your oversight responsibility without your consent; or


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


provided, however,
that the foregoing events shall constitute Good Reason only if Northwest fails
to cure such event within thirty (30) days after receipt from you 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 your knowledge thereof, unless you
have given Northwest written notice thereof prior to such date.


 


 


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


 


 


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