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NWA > SEC Filings for NWA > Form 8-K on 16-May-2008All Recent SEC Filings

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Form 8-K for NORTHWEST AIRLINES CORP


16-May-2008

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or CertainOfficers;
Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On May 13, 2008, Northwest Airlines, Inc. ("Northwest"), the principal operating subsidiary of Northwest Airlines Corporation (the "Company"), issued a press release announcing the departure of Neal S. Cohen as Executive Vice President - Strategy & International and Chief Executive Officer - Regional Airlines effective June 16, 2008. In connection with his departure, Mr. Cohen will receive the severance payments and benefits provided for in his existing management compensation agreement. Under the original terms of the previously granted restricted stock units and stock options held by Mr. Cohen (collectively, the "Stock Awards"), 50% of the unvested portion of the Stock Awards would vest upon termination of Mr. Cohen's employment and the remaining 50% would be canceled. In connection with Mr. Cohen's resignation, however, the Company agreed that, notwithstanding the termination of Mr. Cohen's employment,
(i) the remaining unvested portion of the Stock Awards will continue to vest during Mr. Cohen's lifetime in equal installments on the vesting dates provided for under the original terms of the Stock Awards, (ii) Mr. Cohen's outstanding Stock Awards will vest automatically upon a change of control, and (iii) in the event the Company's pending merger with Delta Air Lines, Inc. is consummated, Mr. Cohen will have up to three years following the merger to exercise his outstanding stock options and if the merger agreement with Delta is terminated without the merger having occurred, he will have ninety (90) days after the termination of the merger agreement to exercise his vested stock options and ninety (90) days after the vesting of each remaining installment to exercise such stock options. All of the remaining terms and conditions of the Stock Awards will continue in effect as set forth in the award documentation pertaining to such Awards.

A copy of the press release is attached as Exhibit 99 and is incorporated herein by reference.

Item 9.01(d). Exhibits

Exhibit 99.1 Press Release dated May 13, 2008.

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