ex10_5.htm


    Exhibit
      10.5

    


    EMPLOYMENT
      CONTRACT

    


    THIS
      EMPLOYMENT CONTRACT (hereinafter referred to as this “Agreement”),
      dated as of July 15, 2007, by and between COLLEEN C. BARRETT
(hereinafter referred to as the “Employee”), a resident of Dallas,
      Texas, and SOUTHWEST AIRLINES CO. (hereinafter referred to as
“Southwest”, which term shall include its subsidiary companies where
      the context
      so admits), a Texas corporation,

    W
      I T N E S S E T H:

    WHEREAS
      the Employee has served Southwest since March 1978 in various executive
      capacities, most recently as President and Secretary pursuant to Employment
      Contracts dated as of June 19, 2001 and July 15, 2004 (such Employment Contracts
      being referred to collectively as the “Old Contracts”); and

    WHEREAS
      the Employee and Southwest desire to enter into a successor agreement for the
      continuing services of the Employee and to amend and restate certain provisions
      of the Old Contracts;

    NOW,
      THEREFORE, for and in consideration of the premises and the mutual
      covenants and promises contained herein, Southwest and the Employee agree as
      follows:

    I.  POSITION,
      DUTIES AND AUTHORITY

    
      	
              A.

            	
              POSITIONS;
                RETIREMENT FROM OFFICE; AND CONTINUED EMPLOYMENT.  The
                Employee shall serve as President of Southwest and, for so long as
                she
                shall be a member of the Board of Directors of Southwest, she shall
                serve
                in such capacity and as Corporate Secretary to the Board without
                additional compensation hereunder.  Effective at the Annual
                Meeting of Shareholders of Southwest to be held in May 2008, the
                Employee
                shall retire from the Board of Directors of Southwest, and from her
                position as Corporate Secretary; effective as of July 15, 2008, the
                Employee shall resign her position as President of the Company.
                Notwithstanding such retirements and resignations, Employee shall
                remain
                an employee of Southwest through July 14, 2013, and during the period
                of
                such employment the Employee shall discharge the obligations set
                forth in
                Paragraph I-B of this Agreement.  The Employee may elect to
                terminate her employment at any time prior to July 15, 2013, as provided
                in Paragraph V-E of this Agreement; provided, however, that in such
                event
                Southwest shall be relieved of any obligation to make further payments
                to
                the Employee under Paragraph IV-A
                hereunder

            


    

    
      	
              B.

            	
              DUTIES.  For
                so long as Employee remains President hereunder, the Employee’s duties
                shall include managing the Customer and Employee relations functions
                of
                Southwest; achieving excellent Customer and Employee service quality;
                preserving the Southwest servant leader culture; and assisting the
                Chief
                Executive Officer in implementing Southwest’s current and long range
                business policies and programs; and in general, maintaining Employee
                morale and esprit de corps.  In addition, she shall perform such
                other corporate duties and discharge such other corporate responsibilities
                as are specified in the bylaws of Southwest or as designated from
                time to
                time by any of the Chairman of the Board of Directors of Southwest,
                the
                Chief Executive Officer or the full Board of
                Directors.  Thereafter, the Employee agrees that she shall make
                herself generally available at the offices of Southwest in order
                to
                consult with the Chief Executive Officer of Southwest, or his designees,
                as to the business, properties or operations of Southwest.  At
                all times during her employment the Employee shall generally conform
                to
                all policies of Southwest as they may apply to an employee of her
                level of
                duties and obligations.

            


    

    
      	
              C.

            	
              AUTHORITY.  The
                Employee shall be vested with all authority reasonably necessary
                to carry
                out her duties and responsibilities as set forth in this Article
                I.

            


    

    
      	
              D.

            	
              NECESSARY
                SUPPORT AND ENVIRONMENT.  Throughout the term of this
                Agreement, the Employee shall be provided with the office suite and
                appurtenances thereto that she occupied, and utilized, on July 15,
                2007
                and with the staff support that she received as of such
                date.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    II.  EMPLOYEE’S
      OBLIGATIONS

    
      	
              A.

            	
              TIME
                AND EFFORTS.  During the term of her employment
                hereunder, the Employee shall devote such time and effort as is required
                to discharge her duties hereunder.

            


    

    
      	
              B.

            	
              NON-COMPETITION.  The
                Employee recognizes and understands that in performing the duties
                and
                responsibilities of her employment as outlined in this Agreement
                and
                pursuant to her employment at Southwest prior to the execution of
                this
                Agreement, the Employee has occupied and will occupy a position of
                trust
                and confidence, pursuant to which the Employee has developed and
                acquired
                and will develop and acquire experience and knowledge with respect
                to
                various aspects of the business of Southwest and the manner in which
                such
                business is conducted.  It is the expressed intent and agreement
                of the Employee and Southwest that such knowledge and experience
                shall be
                used in the furtherance of the business interests of Southwest and
                not in
                any manner which would be detrimental to such business interests
                of
                Southwest.  The Employee therefore agrees that, so long as the
                Employee is employed pursuant to this Agreement, unless she first
                secures
                the consent of the Board of Directors of Southwest, the Employee
                will not
                invest, engage or participate in any manner whatsoever, either personally
                or in any status or capacity (other than as a shareholder of less
                than one
                percent [1%] of the capital stock of a publicly owned corporation),
                in any
                business or other entity organized for profit engaged in significant
                competition with Southwest in the conduct of its air carrier operations
                anywhere in the States of Texas, Louisiana, Oklahoma, New Mexico,
                Missouri, Arizona, Nevada, California, Arkansas, Alabama, Tennessee,
                Kentucky, Michigan, Indiana, Ohio, Maryland, Illinois, Utah, Washington,
                Oregon, Nebraska, Florida, Idaho, Mississippi, New Hampshire, New
                York,
                Rhode Island, Connecticut, North Carolina, Virginia, Pennsylvania,
                and
                Colorado.  Although the Employee and Southwest regard such
                restrictions as reasonable for the purpose of preserving Southwest
                and its
                proprietary rights, in the event that the provisions of this Paragraph
                II-B should ever be deemed to exceed the time or geographic limitations
                permitted by applicable laws, then such provisions shall be reformed
                to
                the maximum time or geographic limitations permitted by applicable
                laws.

            


    

    III.  TERM

    
      	
              A.

            	
              TERM.  This
                Agreement and the Employee’s employment hereunder shall commence and
                become effective on and as of July 15, 2007.  The term of such
                employment shall expire on July 15, 2013, unless extended by consent
                of
                the parties hereto or earlier terminated pursuant to the provisions
                of
                Article V.

            


    

    IV.  EMPLOYEE’S
      COMPENSATION

    
      	
              A.

            	
              BASE
                SALARY.  The Employee’s annual Base Salary shall be
                $368,752 for the year ended July 15, 2008; thereafter the Employee’s
                annual Base Salary for the balance of the term of this Agreement
                shall be
                $400,000.  The Employee’s Base Salary shall be payable to the
                Employee in equal semi-monthly installments and shall be subject
                to such
                payroll and withholding deductions as may be required by
                law.

            


    

    
      	
              B.

            	
              PERFORMANCE
                BONUS.  The Board of Directors of Southwest (or the
                Compensation Committee thereof) may grant a Performance Bonus to
                the
                Employee, in addition to her Base Salary, at such times and in such
                amounts as such Board (or Committee) may
                determine.

            


    

    
      	
              C.

            	
              DEFERRED
                COMPENSATION.  In addition to the Base Salary provided
                for in Paragraph IV-A above, Southwest shall continue to set aside on
                its books, as provided in Paragraph IV-C of each of the Old Contracts,
                a
                special ledger Deferred Compensation Account (the “Account”) for the
                Employee, and shall credit thereto Deferred Compensation determined
                as
                hereinafter provided.  (Southwest at its election may fund the
                payment of Deferred Compensation by setting aside and investing such
                funds
                as Southwest may from time to time determine.  Neither the
                establishment of the Account, the crediting of Deferred Compensation
                thereto, nor the setting aside of any funds shall be deemed to create
                a
                trust.  Legal and equitable title to any funds set aside shall
                remain in Southwest, and the Employee shall have no security or other
                interest in such funds.  Any funds so set aside or invested
                shall remain subject to the claims of the creditors of Southwest,
                present
                and future.)  For each full or partial calendar year as the
                Employee shall remain in the employment of Southwest under this Agreement,
                Deferred Compensation shall accumulate in an amountequal to any
                contributions (including forfeitures but excluding any elective deferrals
                actually returned to the Employee) which would otherwise have been
                made by
                Southwest on behalf of the Employee to the Southwest Airlines Co.
                Profitsharing Plan and Southwest Airlines Co. 401(k) Plan but which
                exceed
                the amount permitted to be so contributed due to the limitations
                under
                Sections 415(c) (the “415(c) Excess Amount”) and 401(a)(17) of the
                Internal Revenue Code..  If such employment shall terminate
                prior to December 31 in any calendar year, then Deferred Compensation
                shall accumulate and be calculated as provided under the terms of
                Southwest’s Profitsharing Plan.  Employee hereby elects not to
                invest the 415(c) Excess Amount in Southwest’s 2005 Excess Benefit Plan
                (or any successor plan).

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    The
      Deferred Compensation credited to the Account (including the Interest
      hereinafter provided) shall be paid to the Employee (or to the executors or
      administrators of her estate) at the rate of $200,000 per calendar year (subject
      to such payroll and withholding deductions as may be required by law),
      commencing with the calendar year following the year in which (i) the Employee
      shall attain the age of sixty-eight (68) or (ii) the Employee’s employment with
      Southwest shall terminate (whether such termination is under this Agreement
      or
      otherwise and whether it is before, on or after the expiration of the initial
      term set forth in Paragraph III-A above, and irrespective of the cause thereof),
      whichever shall occur later, and continuing until the entire amount of Deferred
      Compensation and Interest credited to the Account shall have been
      paid.  Although the total amount of Deferred Compensation ultimately
      payable to the Employee hereunder shall be computed in accordance with the
      provisions set forth above, there shall be accrued and credited to the Account,
      beginning on January 1, 2007 (if not so accrued and credited pursuant to the
      Old
      Contracts, and if so accrued and credited, then beginning on January 1, 2008)
      and continuing annually thereafter until the entire balance of the account
      has
      been distributed (whether such distribution takes place during the term of
      this
      Agreement or thereafter), amounts equal to simple interest at the rate of ten
      percent (10%) per annum, compounded annually (“Interest”), on the accrued and
      unpaid balance of the Deferred Compensation credited to the Account as of the
      preceding December 31.  The Deferred Compensation and Interest to be
      paid in any one calendar year shall be paid on the first business day of such
      calendar year; provided, however, that if the event triggering commencement
      of
      payment of Deferred Compensation and Interest is Employee’s termination of
      employment with Southwest, payment of the first of such annual Deferred
      Compensation and Interest payments shall be deferred to the extent necessary
      to
      cause such payment to comply with the six month deferral rule described in
      Section 409A(a)(2)(B) of the Internal Revenue Code if Employee at her
      termination of employment with Southwest is a “specified employee” within the
      meaning of such section.  No right, title, interest or benefit under t
      this Paragraph IV-C shall ever be liable for or charged with any of the torts
      or
      obligations of the Employee or any person claiming under her, or be subject
      to
      seizure by any creditor of the Employee or any person claiming under
      her.  Neither the Employee nor any person claiming under her shall
      have the power to anticipate or dispose of any right, title, interest or benefit
      under this Paragraph IV-C in any manner until the same shall have been actually
      distributed by Southwest.

    Except
      with respect to the 415(c) Excess Amount elections, Paragraph IV-C of each
      of
      the Old Contracts is hereby amended and restated to conform to the provisions
      set forth herein.

    
      	
              D.

            	
              DISABILITY
                INSURANCE.  During the term of this Agreement,
                Southwest shall provide long term disability insurance providing
                for
                payment, in the event of disability of the Employee, of $10,000 per
                month
                to age seventy (70).  Except as to amounts payable, the terms
                and conditions of such policy shall be identical, or substantially
                similar, to the disability insurance provided by Southwest for its
                other
                officers as of the date of this
                Agreement.

            


    

    
      	
              E.

            	
              MEDICAL
                AND DENTAL EXPENSES.  During the term of this
                Agreement, the Employee shall remain eligible to participate in any
                medical benefit plan or program that Southwest makes available to
                its
                employees generally. Upon termination of her employment with Southwest,
                the Employee shall be eligible to participate in any non-contract
                retiree
                medical benefit plan or program that Southwest may then make available
                to
                its retirees generally. Southwest shall reimburse the Employee for
                all her
                out-of-pocket expenses (including specifically all premiums and
                deductibles) that the Employee may incur under any such Southwest
                plan or
                program during the term of this
                Agreement.

            


    

    
      	
              F.

            	
              STOCK
                OPTION GRANT.  In connection with its approval of the
                terms of this Agreement on July 19, 2007, the Compensation Committee
                of
                the Board of Directors granted to the Employee ten-year options to
                purchase 75,000 shares of its common stock. Such options were granted
                pursuant to the Company’s 2007 Equity Incentive Plan and became
                exercisable with respect to 100% of the shares of Common Stock covered
                thereby on the date of grant.  Such options shall be incentive
                stock options to the maximum extent permissible under the terms of
                the
                2007 Equity Incentive Plan.  The exercise price of such options
                shall be the fair market value of Southwest’s common stock on July 19,
                2007 or the date of approval of the form of this Agreement by the
                Compensation Committee, whichever is
                higher.

            


    

    
      	
              G.

            	
              OTHER
                BENEFITS.  The Employee shall be eligible to continue
                to participate in all employee pension, profit-sharing, stock purchase,
                group insurance and other benefit plans or programs in effect for
                Southwest managerial employees generally to the extent of and in
                accordance with the rules and agreements governing such plans or
                programs,
                so long as same shall be in effect, with full service credit where
                relevant for the Employee’s prior employment by
                Southwest.  Southwest shall reimburse the Employee for
                reasonable expenses incurred by her in the performance of her duties
                and
                responsibilities hereunder.  The Employee shall be entitled to
                vacation of three (3) weeks per year or such longer period as may
                be
                established from time to time by Southwest for its managerial employees
                generally.

            


    

     

    
      
        
        

      

      
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    V.  TERMINATION
      PROVISIONS

    
      	
              A.

            	
              EXPIRATION
                OR DEATH.  The Employee’s employment hereunder shall
                terminate on July 15, 2013 (or such later date to which the term
                of this
                Agreement may be extended by consent of the parties hereto, in either
                case
                without prejudice to the Employee’s privilege to remain an employee of
                Southwest thereafter), or upon the Employee’s death, whichever shall first
                occur, without further obligation or liability of either party hereunder,
                except for Southwest’s obligation to pay Deferred Compensation as provided
                in Paragraph IV-C of this
                Agreement.

            


    

    
      	
              B.

            	
              TERMINATION
                FOR CAUSE.  Southwest may terminate the Employee’s
                employment hereunder upon the determination by a majority of its
                whole
                Board of Directors that the Employee has willfully failed and refused
                to
                perform her duties and to discharge her responsibilities
                hereunder.  Such determination shall be final and
                conclusive.  If the Board of Directors of Southwest makes such
                determination, Southwest may (a) terminate the Employee’s employment,
                effective immediately or at a subsequent date, or (b) condition her
                continued employment upon the circumstances and place a reasonable
                limitation upon the time within which the Employee shall comply with
                such
                considerations or requirements.  If termination is so effected,
                Southwest shall have no further liability to the Employee hereunder
                except
                for the obligation to pay Deferred Compensation as provided in
                Paragraph IV-C hereof.

            


    

    
      	
              C.

            	
              TERMINATION
                FOR DISABILITY.  Southwest may terminate the Employee’s
                employment hereunder on account of any disabling illness, hereby
                defined
                to include any emotional or mental disorders, physical diseases or
                injuries as a result of which the Employee is, for a continuous period
                of
                ninety (90) days, unable to perform her duties
                hereunder.  Southwest shall give to the Employee ninety (90)
                days’ notice of its intention to effect such termination pursuant to this
                Paragraph V-C.  If, within such notice period, the Employee
                shall have recovered from her disability sufficiently well to resume
                performance of her duties (although still undergoing treatment or
                rehabilitation), Southwest shall not have the right to effect such
                termination.  If such disabling illness occurs as a result of a
                job-related cause, Southwest shall continue to pay the Employee regular
                installments of her Base Salary in effect at the time of such termination
                for the remainder of the term of this Agreement in accordance with
                Southwest’s regular payroll practices; provided that, payment shall be
                deferred to the extent necessary to cause such payment to comply
                with the
                six month deferral rule described in Section 409A(a)(2)(B) of the
                Internal
                Revenue Code if Employee at her termination of employment with Southwest
                is a “specified employee” as defined in such section. It is expressly
                understood and agreed, however, that any obligation of Southwest
                to
                continue to pay the Employee her Base Salary pursuant to this
                Paragraph V-C shall be reduced by the amount of any proceeds of
                long-term disability insurance provided for the Employee pursuant
                to
                Paragraph IV-D above, and shall also be reduced by the amount of the
                proceeds of any worker’s compensation or other benefits which the Employee
                receives as a result of or growing out of her disabling
                illness.

            


    

    
      	
              D.

            	
              CHANGE
                OF CONTROL TERMINATION.  In the event of any change of
                control of Southwest, the Employee may, at her option, terminate
                her
                employment hereunder by giving to Southwest notice thereof no later
                than
                sixty (60) days after the Employee shall have determined or ascertained
                that such change has occurred, irrespective whether Southwest shall
                have
                purported to terminate this Agreement after such event but prior
                to
                receipt of such notice.  If termination is so effected, no later
                than the date of such termination Southwest shall pay the Employee
                as
                “severance pay” a lump sum equal to (i) $750,000 plus (ii) an
                amount equal to the unpaid installments of her Base Salary in effect
                at
                the time of such termination for the remaining term of this Agreement;
                provided, however, that if Employee is, at her termination of employment
                with Southwest, a “specified employee” within the meaning of Section
                409A(a)(2)(B) of the Internal Revenue Code, payment of the “severance pay”
                shall be deferred to the extent necessary to cause such payment to
                comply
                with the six month deferral rule described in such section.  If
                termination is so effected, Southwest shall have no other further
                liability to the Employee hereunder except for its obligation to
                pay
                Deferred Compensation as provided in Paragraph IV-C
                above.  For purposes of this Paragraph V-D, a “change of
                control of Southwest” shall be deemed to occur if (i) a third person,
                including a “group” as determined in accordance with Section 13(d)(3) of
                the Securities Exchange Act of 1934, becomes the beneficial owner
                of
                shares of Southwest having twenty percent (20%) or more of the total
                number of votes that may be cast for the election of directors of
                Southwest, or (ii) as a result of, or in connection with, any cash
                tender or exchange offer, merger or other business combination, sale
                of
                assets or contested election, or any combination of the foregoing
                transactions (herein called a “Transaction”), the persons who were
                directors of Southwest before the Transaction shall cease to constitute
                a
                majority of the Board of Directors of Southwest or any successor
                to
                Southwest.

            


    

    
      	
              E.

            	
              VOLUNTARY
                TERMINATION.  The Employee’s employment hereunder shall
                terminate forthwith upon her resignation and its acceptance by Southwest,
                without further obligation or liability of either party hereunder,
                except
                for Southwest’s obligation to pay Deferred Compensation as provided in
                Paragraph IV-C above.

            


    

     

    
      
        
        

      

      
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    VI.  MISCELLANEOUS

    
      	
              A.

            	
              ASSIGNABILITY,
                ETC.  The rights and obligations of Southwest hereunder
                shall inure to the benefit of and shall be binding upon the successors
                and
                assigns of Southwest; provided, however, Southwest’s obligations hereunder
                may not be assigned without the prior approval of the
                Employee.  This Agreement is personal to the Employee and may
                not be assigned by her.

            


    

    
      	
              B.

            	
              NO
                WAIVERS.  Failure to insist upon strict compliance with
                any provision hereof shall not be deemed a waiver of such provision
                or any
                other provision hereof.

            


    

    
      	
              C.

            	
              AMENDMENTS.  This
                Agreement may not be modified except by an agreement in writing executed
                by the parties hereto.

            


    

    
      	
              D.

            	
              NOTICES.  Any
                notice required or permitted to be given under this Agreement shall
                be in
                writing and shall be deemed to have been given to the person affected
                by
                such notice when personally delivered or when deposited in the United
                States mail, certified mail, return receipt requested and postage
                prepaid,
                and addressed to the party affected by such notice at the address
                indicated on the signature page
                hereof.

            


    

    
      	
              E.

            	
              SEVERABILITY.  The
                invalidity or unenforceability of any provision hereof shall not
                affect
                the validity or enforceability of any other provision
                hereof.

            


    

    
      	
              F.

            	
              COUNTERPARTS.  This
                Agreement may be executed in multiple counterparts, each of which
                shall be
                deemed an original but all of which taken together shall constitute
                a
                single instrument.

            


    

    
      	
              G.

            	
              ENTIRE
                AGREEMENT.  This Agreement contains all of the terms
                and conditions agreed upon by the parties hereto respecting the subject
                matter hereof, and all other prior agreements, oral or otherwise,
                regarding the subject matter of this Agreement shall be deemed to
                be
                superseded as of the date of this Agreement and not to bind either
                of the
                parties hereto.

            


    

    
      	
              H.

            	
              GOVERNING
                LAW.  This Agreement shall be subject to and governed
                by the laws of the State of
                Texas.

            


    


    
      
                  

        
        

      

      
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    IN
      WITNESS WHEREOF, the Employee has set her hand hereto and Southwest has
      caused this Agreement to be signed in its corporate name and behalf by the
      Chairman of the Compensation Committee of the Board of Directors who is
      thereunto duly authorized all as of the day and year first above
      written.

    


                                                      
      SOUTHWEST AIRLINES CO.

    


    


    
      	 	 
	 	
              By

            	
              /s/   David
                Biegler

            
	 	 	
              David
                Biegler

            
	 	 	
              Chairman,
                Compensation Committee of the

            
	 	 	
              Board
                of Directors

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    


                                                       
      THE EMPLOYEE

    


    


    
      	 	 
	 	
              By

            	
              /s/   Colleen
                C. Barrett

            
	 	 	
              Colleen
                C. Barrett

            
	 	 	 
	 	 	
              Address:  P.O.
                Box 36611

            
	 	 	
              Dallas,
                Texas 75235-1611

            
	 	 	 
	 	 	 
	 	 	 


    

    


    



    
      
        
                      

        

        
        

      

      
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