Exhibit 10.6
FINAL
Director Option
AMENDMENT NO. 1
TO
THE
NORTHWEST AIRLINES CORPORATION
2007 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD
(Director)
(Effective as of April 14,
2008)
This AMENDMENT
NO. 1 TO THE NORTHWEST AIRLINES CORPORATION 2007 STOCK INCENTIVE
PLAN NON-QUALIFIED STOCK OPTION AWARD (the “Amendment”)
is hereby adopted and approved by the Board of Directors of
Northwest Airlines Corporation (the “Company”) as of
the date set forth above.
Pursuant to
the authority granted under Section 3.1(g) of the
Northwest Airlines Corporation 2007 Stock Incentive Plan (the
“Plan”), the Board of Directors of the Company hereby
amends the Plan’s Non-Qualified Stock Option Award (the
“Option”) as follows:
1.
Amendment of the Option . Section 2 of the Option
is hereby amended by deleting the penultimate sentence therein in
its entirety and replacing it with the following:
“Notwithstanding the foregoing, in the
event the Company has not received all such required approvals on
or before the date of the meeting of the Company’s
stockholders that next follows the Grant Date (the
“Stockholder Meeting”), then the Option shall be
cancelled immediately and the Company shall have no further
obligations hereunder.”
2.
Amendment of the Option . Section 3 of the Option
is hereby amended: by deleting “One installment equal to
33.33% of the Option upon May 31, 2008” and replacing it
with the following: “One installment equal to 33.33% of the
Option upon the later of (a) May 31, 2008, and
(b) the date of the Stockholder Meeting.”
3.
Amendment of the Option . Section 3 of the Option
is hereby amended by adding thereto the following:
“In the event of a Change of Control, the
Option shall, to the extent then outstanding, vest in accordance
with Section 13.2(a) of the Plan.”
4.
Amendment of the Option .&nbs
