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, DISTRIBUTEES, DEVISES AND LEGATEES.
17.
DEFINITIONS: FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL
HAVE THE MEANINGS SET FORTH BELOW:
(I)
"AFFILIATE" MEANS ANY ENTITY WHICH, DIRECTLY OR INDIRECTLY, CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE COMPANY.
FOR PURPOSES OF
THE PRECEDING SENTENCE, "CONTROL" (INCLUDING, WITH CORRELATIVE MEANINGS, THE
TERMS "CONTROLLED
7
BY" AND "UNDER COMMON CONTROL WITH"), AS USED WITH RESPECT TO ANY ENTITY OR
ORGANIZATION, SHALL MEAN THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER
(A) TO VOTE MORE THAN 50% OF THE SECURITIES HAVING ORDINARY VOTING POWER FOR THE
ELECTION OF DIRECTORS OF THE CONTROLLED ENTITY OR ORGANIZATION OR (B) TO DIRECT
OR CAUSE THE DIRECTION OF MANAGEMENT AND POLICIES OF THE CONTROLLED ENTITY OR
ORGANIZATION, WHETHER THROUGH THE OWNERSHIP VOTING SECURITIES OR BY CONTRACT OR
OTHERWISE.
(II)
"CAUSE" SHALL MEAN (A) AN ACT OR ACTS OF PERSONAL DISHONESTY BY EXECUTIVE
INTENDED TO RESULT IN SUBSTANTIAL PERSONAL ENRICHMENT OF EXECUTIVE AT THE
EXPENSE OF THE COMPANY, (B) AN ACT OR ACTS OF PERSONAL DISHONESTY BY EXECUTIVE
INTENDED TO CAUSE SUBSTANTIAL INJURY TO THE COMPANY, (C) MATERIAL BREACH (OTHER
THAN AS A RESULT OF DISABILITY) BY EXECUTIVE OF EXECUTIVE'S OBLIGATIONS UNDER
THE MANAGEMENT COMPENSATION AGREEMENT WHICH ACTION WAS (X) UNDERTAKEN WITHOUT A
REASONABLE BELIEF THAT THE ACTION WAS IN THE BEST INTEREST OF THE COMPANY AND
(Y) NOT REMEDIED WITHIN AFTER RECEIPT OF WRITTEN NOTICE FROM THE COMPANY
SPECIFYING THE ALLEGED BREACH, OR (D) CONVICTION OF EXECUTIVE OF A FELONY.
(III)
"CHANGE OF CONTROL" SHALL HAVE THE MEANING SPECIFIED IN THE CORPORATION'S
2007 STOCK INCENTIVE PLAN, AS IN EFFECT AS OF THE DATE HEREOF.
(IV)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(V)
"COMMITTEE" SHALL MEAN THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
OF THE CORPORATION.
(VI)
"CORPORATION" SHALL MEAN NORTHWEST AIRLINES CORPORATION, A DELAWARE
CORPORATION.
(VII)
"DISABILITY" SHALL MEAN EXECUTIVE'S PHYSICAL AND MENTAL CONDITION WHICH
PREVENTS CONTINUED PERFORMANCE OF HIS DUTIES UNDER HIS MANAGEMENT COMPENSATION
AGREEMENT (AS AMENDED), IF EXECUTIVE ESTABLISHES BY MEDICAL EVIDENCE THAT SUCH
CONDITION WILL BE PERMANENT AND CONTINUOUS DURING THE REMAINDER OF EXECUTIVE'S
LIFE OR IS LIKELY TO BE AT LEAST THREE YEARS DURATION.
(VIII)
"EFFECTIVE TIME" MEANS "EFFECTIVE TIME" AS DEFINED IN THE MERGER
AGREEMENT.
(IX)
"FAIR MARKET VALUE" SHALL MEAN, WITH RESPECT TO ANY PARTICULAR DATE, THE
CLOSING PRICE OF A SHARE AS REPORTED ON THE CONSOLIDATED TAPE OF THE PRINCIPAL
NATIONAL SECURITIES EXCHANGE OR REPORTING SYSTEM ON WHICH SUCH SHARES ARE LISTED
OR ADMITTED TO TRADING.
(X)
"GOOD REASON" SHALL MEAN (A) A MATERIAL REDUCTION IN EXECUTIVE'S BASE
COMPENSATION (WITHIN THE MEANING OF TREAS. REG