Exhibit 10.62
XXXXXXX X. XXXXXXXXX
Senior Vice President
General Counsel and Secretary
Northwest Airlines, Inc. 000 000-0000
Department A1180 000 000-0000 Fax
0000 Xxxxxxxxx Xxxxx
Xx. Xxxx XX 00000-0000
March 14, 1997
Xx. Xxxx X. Xxxxxxx
One Xxxxxxxx Pass
Edina, MN 55439
Dear Xx. Xxxxxxx:
Pursuant to a letter agreement dated December 20, 1996, you presently are a
participant in Northwest Airlines, Inc.'s Supplemental Executive Retirement
Program (the ""SERP''). As provided for in Section 4.3 of the SERP, this
letter shall constitute an agreement requiring the SERP to recognize
additional years of benefit service with respect to your SERP benefit and
shall be given effect under the SERP as if fully set forth therein. We hereby
agree as follows:
1. The following rules shall apply to the determination of the benefit
payable to or with respect to you from the SERP.
a. On January 1, 1997, you shall be entitled to five (5) additional
years of Benefit Service in addition to the years to which you are
entitled under Section 4.1.1(a) and Section 4.2.1(a) of the SERP.
b. On January 1, 1998, you shall be entitled to three (3) additional years
of Benefit Service in addition to the years to which you are entitled
under Section 4.1.1(a) and Section 4.2.1(a) of the SERP and
paragraph 1(a) of this letter agreement, provided that you remain an
employee of the Company from the date hereof to January 1, 1998.
c. On January 1, 1999, you shall be entitled to [three (3) years] of
Benefit Service in addition to the years to which you are entitled
under Section 4.1.1(a) and Section 4.2.1(a) of the SERP and
paragraphs 1(a) and 1(b) of this letter agreement, provided that you
remain an employee of the Company from the date hereof to January 1,
1999.
Xx. Xxxx Xxxxxxx
March 14, 1997
Page 2
d. Notwithstanding the benefit calculation otherwise provided for under
the SERP, provided that you have remained an employee with the
Company through January 1, 1999 and commence receipt of your
retirement benefits at age 60 or thereafter, the composite annual
benefit payable to or with respect to you under the SERP, the Excess
Plan and the Pension Plan shall not be less than $500,000.
2. The additional years of Benefit Service and minimum annual benefit
payments provided for in Section 4.1.1(a) and Section 4.2.1(a) of the
SERP and paragraph 1 of this letter agreement shall accelerate upon (i) a
Change of Control, (ii) the termination of your employment by the Company
without Cause or (iii) the termination of your employment for Good
Reason. The definitions of the terms "Change of Control," "Cause" and
"Good Reason" shall be as set forth in Appendix B to the SERP.
If this letter accurately reflects your agreement with the Company, please
sign where indicated below.
Sincerely yours,
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------ --------------------------
Xxxxxxx X. Xxxxxxxxx Xxxxxxxxxxx X. Xxxxxxx
Accepted and Agreed:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
XXXXXXX X. XXXXXXXXX
Senior Vice President
General Counsel and Secretary
Northwest Airlines, Inc. 000 000-0000
Department A1180 000 000-0000 Fax
0000 Xxxxxxxxx Xxxxx
Xx. Xxxx XX 00000-0000
December 20, 1996
Xx. Xxxx X. Xxxxxxx
President
Northwest Airlines Corporation
0000 Xxxx Xxx Xxxxxxx
Xxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter shall evidence your participation in Northwest Airlines, Inc.'s
(the "Company") Supplemental Executive Retirement Program (the "SERP"), a
copy of which is attached hereto, and your entitlement to receive the
benefits provided for therein.
As provided for in Section 4.1.1(a)(iii) of the SERP, the grant to you of two
additional years of Benefit Service for each actual year of employment
completed shall be with respect to your employment commencing on and after
March 24, 1994.
A pre-retirement death benefit shall be payable, in the event of your death
while employed hereunder, to the individual who was your spouse on the date
of death. Such benefit shall be in an amount equal to 50% of your Base Salary
at the time of your death and such amount shall be payable annually for a
maximum of ten years or, if earlier, until you would have attained age 65;
provided, however, that the amounts payable hereunder shall be reduced by all
pre-retirement death benefits payable to your spouse under the Company's
qualified pension plan or a supplemental executive plan.
Sincerely yours,
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Accepted and Agreed
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
cc: Xxxxx Xxxxxxx
Xxxxxxx Personnel File
