Exhibit 10.11

SEVERANCE, GENERAL RELEASE, AND INDEMNITY AGREEMENT

This Severance, General Release, and Indemnity Agreement ("Agreement") is made and entered into by and between Robert W. Zoller ("Employee") and Hawaiian
Airlines, Inc. ("Employer") and its successors.

RECITALS

Whereas, Employee was employed by Employer from December 1, 1999 as an at-will employee; and

Whereas,
Employee will be separated from employment with Employer on April 15, 2002; and

Whereas,
Employee and Employer wish to settle and compromise any and all claims Employee had, has, or may hereafter claim to have had relating to Employee's employment or termination
from employment with Employer, as well as any and all claims Employee had, has, or may hereafter claim to have against Employer predating this Agreement;

Now,
therefore, in accordance with the preceding recitals and in consideration of the covenants, agreements, and representations set forth in this Agreement, Employee and Employer agree
as follows:

1.Last Date of Employment.Employee's last day of work shall be April 15, 2002. Employee shall not be
required to perform any services for the Company after March 31, 2002.

2.Continuation of Base Salary.Employer shall pay Employee an amount equal to 24 months of Employee's
base annual salary (the "Consideration Amount"). Employee and Employer agree that the Consideration Amount shall be Six Hundred Thousand U.S. Dollars ($600,000.00), less all employment taxes and other
deductions required to be withheld by Employer. It is expressly understood by and between the parties that payment of the Consideration Amount, whether by Employer or by a third party, shall inure to
the benefit of Employer. The Consideration Amount shall be paid by check in equal semi-monthly installments on the standard pay dates of the Employer, beginning on May 5, 2002 and
ending on April 20, 2004.    The checks will be mailed to an address provided by the Employee to the Employer. The Employee is responsible for informing the Employer of any changes
in address affecting this Agreement. Direct deposit is not an available option. Payments under this section (as well as other payments to Employee under this Agreement) are contingent on Employee's
continued compliance with all provisions of this Agreement.

3.Continuation of Benefits.As further consideration for this Agreement, Employer shall provide Employee with
the following:



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4.Stock Options.Employee has been granted stock options for the purchase of 300,000 shares of common stock of
the Employer, all of which options will vest on April 15, 2002 and will terminate on April 15, 2004, provided that in the event of a merger or change of control of Employer prior to
April 15, 2004, Employee's options will be treated as are stock options for then officers of Employer at the consummation of the merger or change of control.

5.Release of Claims.In consideration of the benefits and payments to Employee under this Agreement, Employee
hereby releases Employer and its successors, and their directors, officers, employees, and agents from any and all claims (including, but not limited to, claims for personal injury, tort, pension
and/or retirement benefits, inflection of emotional distress, breach of contract or for any statutory or regulatory violations, including but not limited to violation of Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Hawaii Civil Rights Act, and the Hawaii Employment Practices
Law,

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H.R.S. Chapter 378) Employee now has, known or unknown, arising out of your employment with or separation from employment with the Company; provided that this release of claims does not apply to any
claims Employee may have arising from or related to this Agreement. Employee also waives any claim for attorneys' fees related to the foregoing released claims, except for claims related to the
enforcement of this Agreement.

If
either party materially breaches this Agreement, the injured party shall recover reasonable attorneys' fees, court costs, and the cost of service of process, in the event a court of
law or tribunal, having jurisdiction over the defaulting party, enters a judgment against the defaulting party.

6.Return of Property.Employee warrants that he has returned, all property of Employer in Employee's
possession, custody, or control, including, but not limited to, computer equipment, computer hardware, computer software, fax machine(s), pager(s), company credit card(s), company telephone card(s),
Travel Authority Cards from other airlines, identification card(s), access card(s), AOA Badge(s), Friendship Travel Passes (FTPs), access code(s), key(s), company files, work product, manuals,
customer lists, company documents, financial information, operational information, blueprints, plans, memoranda, notes, and correspondence. Employee will be allowed to retain his cellular phone and
number, but all service costs will be assumed by Employee as of April 15, 2002.

7.Confidentiality of Proprietary Information.



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8.Intellectual Property Rights.



9.Covenant Not to Compete.



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10.Non-Solicitation.



11.Confidentiality of Agreement.Employer has an interest in avoiding public disclosure and commentary
concerning the terms and conditions of this Agreement. Therefore, Employee agrees to keep the terms and conditions of this Agreement strictly confidential, except as required by law. However, Employee
may disclose the terms and conditions of this Agreement to a spouse, legal counsel and tax preparer(s), provided that Employee's spouse, legal counsel and tax preparer(s) agree not to further disclose
the terms and conditions of this Agreement, except as required by law. Further, Employee may discuss the provisions of Sections 8, 9, and 10 of this Agreement with prospective employers.

12.Non-Disparagement.(a) Employer has an interest in preserving its reputation in the community.
Employee agrees not to make any statements that disparage or tend to disparage the Employer or its products, services, officers, employees, advisers or other business contacts. Employee shall not
represent, suggest, or hold himself out as being currently associated or affiliated with Employer in any way. Employee shall not make contact with or engage in communications about the Employer or its
operations with the media, current or former employees of Employer, or current or former customers of Employer, provided, however, that if Employee is contacted by the media, current or former
employees of Employer, current or former customers of Employer, the general public, or any other individual or entity, Employee shall not suggest or imply that he is privy to current information about
Employer, and shall not comment about the current or prospective operation of Employer. Employee acknowledges and agrees that any breach of this non-disparagement provision shall entitle
Employer to immediately terminate payment of the Consideration Amount set forth in paragraphs 2 and 3 of this Agreement and to sue Employee for breach of this Agreement for the immediate recovery of
any damages caused by such breach and to prevent Employee from making further statements that disparage or tends to disparage the Employer or any of its products, services, officers, employees,
advisors or other business contacts.



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13.Right to Seek Injunctive Relief.Employee agrees that in addition and without prejudice to Employer's right
to seek legal, equitable, and/or any other form of relief, a breach of any of the provisions set forth in paragraph 7 (Confidentiality of Proprietary Information), paragraph 8
(Intellectual Property Rights), paragraph 9 (Covenant Not to Compete), paragraph 10 (Non-Solicitation), paragraph 11 (Confidentiality of Agreement), and/or
paragraph 12 (Non-Disparagement) of this Agreement shall be temporarily, preliminarily, and/or permanently enjoined by any court of competent jurisdiction upon motion by Employer
upon notice to Employee without a need to show irreparable injury. If the period of time or the geographic scope identified in paragraphs 10 or 11 of this Agreement should be adjudged unreasonable in
any proceeding to enforce this Agreement, then the period of time shall be reduced by such number of months or the geographical scope shall be reduced by the elimination of such portion thereof, or
both, so that such restrictions may be enforced for such time and in such geographical area as is adjudged to be reasonable.

14.No Admission of Liability.This Agreement represents a compromise and settlement between the parties hereto,
and nothing contained herein shall be construed as an admission of liability by or on behalf of either party, by whom liability is expressly denied.

15.Complete Agreement.This Agreement contains the entire understanding and agreement between Employee and
Employer and fully supersedes any and all prior understandings and agreements pertaining to the subject matter of this Agreement.

16.Voluntary Agreement.Employee agrees and acknowledges that he is executing this Agreement voluntarily and
not in response to any coercion by anyone, and that he is not under any form of duress to agree to the terms of this Agreement.

17.Amendment and Modification in Writing.This Agreement may not be amended or modified except by an agreement
in writing, duly signed by the party or parties against whom the enforcement of any modification or amendment is sought.

18.Severability.If any provision of this Agreement shall be or become legally void or unenforceable for any
reason whatsoever, such invalidity and unenforceability shall not impair the validity or enforceability of the other provisions of this Agreement. In such an event and to this extent only, the
provisions of this Agreement are deemed to be severable.

19.No Waiver of Rights.A failure or refusal by any party to this Agreement either to insist upon the strict
performance of any provision of this Agreement or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right,
nor shall such failure or refusal be deemed a custom or practice contrary to such provision or right. No waiver of any type shall be binding unless evidenced by a writing signed by the party making
the waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any other breach of this Agreement.

20.Counterparts and Facsimile.This Agreement may be executed on documents transmitted by facsimile and/or in
several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.Review of Agreement.Employee acknowledges and agrees that Employer has advised Employee that Employee may
consult with an attorney prior to execution of this Agreement and that Employee has in fact consulted with an attorney prior to signing this Agreement. Employee acknowledges and agrees that Employee
has twenty-one (21) days to consider this Agreement before accepting, but that Employee may voluntarily waive the 21-day pre-execution period. By signing
this Agreement in both places indicated below at any time during twenty-one day period, Employee will be voluntarily waiving the twenty-one (21) day
pre-execution period provided by law for the release of any claim Employee may have under the Age Discrimination in Employment Act. Upon execution,

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Employee will have seven (7) days to revoke this Agreement. This Agreement shall not become effective or enforceable against Employer until the expiration of this seven-(7) day period.

22.Successors and Assigns.All rights under this Agreement shall inure to the benefit of and be binding upon
Employer, its successors and assigns.

IN
WITNESS WHEREOF, the parties have duly executed this Agreement.

|SO AGREED:                                                                   |  |                       
|---------------------------------------------------------------------------- |  | ----------------------
|                                                                             |  |                       
|ROBERT W. ZOLLER                                                             |  | Date                  
|HAWAIIAN AIRLINES, INC.                                                      |  |                       
|By: John Adams
Its:Chairman of the Board                                     |  | Date: April     , 2002
|By: Lyn F. Anzai
Its:Vice President, General Counsel
And Corporate Secretary |  | Date: April     , 2002

Pursuant
to 29 C.F.R. Section 1625.22(e)(6), I hereby knowingly and voluntarily waive the twenty-one (21) day pre-execution consideration period for
release of Age Discrimination in Employment Act claims set forth in 29 U.S.C. Section 626(f)(1)(F)(i)

|ROBERT W. ZOLLER |  | 
|---------------- |  | 
|Date:            |  | 
|                 |  | 

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