Exhibit 10.15
Execution Copy
AMENDED AND
RESTATED
MANAGEMENT
COMPENSATION AGREEMENT
between
NORTHWEST
AIRLINES, INC.
and
NEAL S.
COHEN
dated as
of
April 14,
2008
AMENDED AND RESTATED MANAGEMENT COMPENSATION
AGREEMENT
AMENDED AND
RESTATED MANAGEMENT COMPENSATION AGREEMENT made as of the 14
th day of April, 2008 between Northwest
Airlines, Inc., a Minnesota corporation (the “
Company ”) and Neal S. Cohen (the “
Executive ”).
PREAMBLE
WHEREAS, Executive
and the Company are parties to a Management Compensation Agreement
dated as of May 2, 2005 (the “Prior Agreement”);
and
WHEREAS, Executive
and the Company desire to amend and restate the Prior Agreement as
provided herein.
NOW, THEREFORE, as
of the date hereof, the Company and Executive have agreed to
terminate the Prior Agreement as of the date hereof and replace the
Prior Agreement with this Agreement, which shall supersede the
Prior Agreement in all respects.
1.
Terms of Employment .
1.1
Employment . The Company agrees to employ Executive,
and Executive agrees to be employed by 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 serve as an
Executive Vice President of the Company and shall have such powers
and duties as may from time to time be prescribed by the
Company. Executive shall devote substantially all his working
time and effort to the business and affairs of the Company and its
affiliates, provided that Executive shall be permitted to serve on
the board of directors of one or more companies so long as such
service does not interfere with Executive’s obligations
hereunder and is in accordance with the Company’s
policies.
2.
Compensation and Benefits .
2.1
Base Salary . Executive’s Base Salary as of the
Effective Date shall be $423,938. Executive’s Base
Salary in effect from time to time may only be reduced in
connection with a base wage reduction generally applicable to
salaried employees of the Company in an amount not more than any
such reduction incurred by other senior executives of the Company
after the Effective Date, calculated as a percentage of base
salary. Executive’s Base Salary shall be payable in
accordance with the Company’s payroll policies.
2.2
Incentive Compensation Programs . During the term of
Executive’s employment hereunder:
(a) Executive shall be entitled to
receive from the Company three cash payments of $100,000 each, less
all applicable withholding taxes (the “ Cash Retention
Payments ”), on May 1 of 2008, 2009 and 2010, so
long as Executive remains an active full-time employee of the
Company on the applicable payment date.
(b) Executive shall be entitled to
participate in the Company’s Key Employee Annual Cash
Incentive Plan (the “ KEACIP ”) or any successor
annual incentive plan, the terms and conditions of which shall be
established from time to time by the Compensation
Committee.
(c) Executive shall be entitled to
participate in the Company’s Long-Term Cash Incentive Plan or
any successor annual incentive plan, to the extent such plan
continues in effect, the terms and conditions of which shall be
established from time to time by the Compensation
Committee.
2.3
Expenses . During the term of Executive’s
employment hereunder, Executive shall be entitled to receive prompt
reimbursements for all reasonable business expenses incurred in
performing services hereunder in accordance with the
Company’s business expense reimbursement policies in effect
from time to time.
2.4
Employee Benefit Programs of the Company . Except as
set forth below, Executive shall be entitled to participate while
employed hereunder in the Company’s employee benefit programs
at levels in effect from time to time for salaried employees at a
level comparable to Executive, provided that Executive shall not
participate in any severance pay plan maintained by the Company
except to the extent necessary to receive any severance payments
specifically provided for hereunder.
2.5
Retirement Plans . Executive shall be entitled to
participate in the Northwest Airlines Supplemental Executive
Retirement Plan (the “ SERP ”) on the terms and
conditions set forth in an Ancillary Agreement to be provided to
Executive by the Company.
2.6
Indemnification . Executive shall be entitled to be
indemnified by the Company in accordance with the indemnification
provision set forth in the Company’s Articles of
Incorporation or By-Laws (as either such document may be modified,
amended or replaced from time to time, collectively, the “
Governing Instruments ”).
3.
Other Benefits.
3.1
Airline Pass . In the event (A) Executive remains
an active full-time employee of the Company continuously from the
Effective Date through April 1, 2009 or
(B) Executive’s employment with the Company is
terminated by the Company other than for Cause or by Executive for
Good Reason on or before April 1, 2009, then Executive shall
be entitled to receive, upon termination of employment, lifetime
airline pass privileges for the personal use of Executive and his
spouse or registered domestic partner and dependent children so
long as spouses, registered domestic partners and dependent
children of employees generally are eligible for non-revenue 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
domestic and international flights operated by the Company, 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 F-1 or the equivalent thereof for a period of
ten (10) years from and after the date such pass is
issued and F-1R thereafter. Executive shall be
responsible
2
for any personal income
tax liability arising from such pass travel. Notwithstanding
the foregoing, all benefits under this Section 3.1 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 air carrier that competes with the
Company (or any of its affiliates).
3.2
Medical and Dental Benefits. In the event
(A) Executive remains an active full-time employee of the
Company continuously from the Effective Date through April 1,
2009 or (B) Executive’s employment with the Company is
terminated by the Company other than for Cause or by Executive for
Good Reason on or before April 1, 2009, then, following
Executive’s termination of employment and thereafter during
the Executive’s lifetime, Executive and his eligible
dependents shall be entitled to participate in the Company’s
medical and dental plans generally applicable to all management
employees of the Company under the same terms and conditions as
shall apply to such management employees; provided, however, that
coverage under such plans shall be secondary to Medicare or any
other government insurance program in which Executive may be
entitled to participate, and provided further, if in the future
Executive becomes employed by another employer, such coverage shall
become secondary to any coverage provided by such employer for the
period in which Executive is entitled to such coverage. In
addition, while employed by the Company hereunder, Executive shall
be entitled to participate in the Company’s Medical Expense
Reimbursement Program on the same terms and conditions generally
applicable to other executives of the Company.
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 . 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; provided that no advance Notice of
Termination of Executive for Cause by the Company is required.
4.5
Board/Committee Resignation . Executive’s
termination of employment for any reason, shall constitute, as of
the Date of Termination and to the extent applicable, a resignation
as an officer of the Company and a resignation from 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.
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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) subject to
Section 2.2(a) hereof, the Company shall pay Executive
(i) his accrued and unpaid Base Salary through the Date of
Termination, (ii) any incentive payment under the Key Employee
Annual Cash Incentive Program, or any successor annual incentive
plan, (the “ Incentive Payment ”) 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 Payment Executive would otherwise have received
with respect to the year in which the Date of Termination occurs,
payable at the time the Incentive Payment would otherwise be
payable to Executive; provided , however , that 100%
of the Incentive Payment 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 Payment 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 Payment 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) subject to
Section 2.2(a) hereof, in addition to the compensation
and benefits described in Section 5.2(a), the Company shall
pay Executive, no later than thirty (30) days following the Date of
Termination, a lump sum cash payment (the “ Severance
Payment ”) equal to
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