Exhibit

10.7




 




EMPLOYMENT

AGREEMENT




 




THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as

of April 1, 2002 (the “Effective Date”),

is entered into by and between H. Norman

Davies, Jr.  (the “Employee”) and Hawaiian Airlines, Inc., a

Hawaii corporation (the “Company”).




 




The Company desires to establish its right to services

of the Employee, in the capacity described below, on the terms and conditions

and subject to the rights of termination hereinafter set forth, and the

Employee is willing to accept such employment on such terms and conditions.




 




In consideration of the mutual agreements hereinafter

set forth, the Employee and the Company have agreed and do hereby agree as

follows:




 




1.             EMPLOYMENT

AS EXECUTIVE VICE PRESIDENT - OPERATIONS. 

The Company does hereby employ, engage, and hire the Employee as

Executive Vice President-Operations and the Employee does hereby accept and

agree to such hiring, engagement, and employment. The Employee’s duties during

the Employment Period (defined below) shall be the executive, managerial and

reporting duties as are appropriate for an Executive Vice President- Operations

and such other duties as the Board of Directors of the Company and the Chairman

of the Board or the Chief Executive Officer – President of the Company shall

from time to time prescribe and as provided in the Bylaws of the Company. The

Employee shall report to the Chairman of the Board of the Company or to such

other executive officer as the Chairman shall designate.  The Employee shall devote full time, energy

and skill to the performance of Employee’s duties for the Company and for the

benefit of the Company, reasonable vacations authorized by the Chairman of the

Board and reasonable absences because of illness excepted.  Furthermore, the Employee shall exercise due

diligence and care in the performance of Employee’s duties to the Company under

this Agreement.




 




2.             TERM

OF AGREEMENT.  The term of this

Agreement (“Term”) shall commence

on the Effective Date and shall continue for a period of eighteen (18) months;

provided, however, that on the first day of each calendar month commencing one

month following the Effective Date, the Term shall be extended one additional

month unless either party shall have given written notice to the other party

that it does not wish to extend the Term. 

The period of time commencing on the Effective Date and ending on the

expiration date of the Term, or, if earlier, the date of termination of the

Employee’s employment (“Termination Date”)

under this or any successor agreement shall be referred to as the “Employment Period.”




 




3.             COMPENSATION.




 




(a)           BASE

SALARY.  The Company shall pay the

Employee, and the Employee agrees to accept from the Company, in full payment

of Employee’s services to the Company, a base salary at the rate of TWO HUNDRED

THOUSAND AND NO/100THS DOLLARS ($200,000.00) per year (“Base Salary”), payable

in equal bimonthly installments or at such other time or times as the Employee

and the Company shall agree.  The

Employee’s Base Salary shall be reviewed at least annually by the Company and

may be increased as determined by the Company’s Compensation Committee and/or

the Board of Directors, or as delegated by them, in their sole and absolute

discretion.




 





























 




Employment Agreement




H. NORMAN DAVIES, JR.




 




 




(b)           STOCK

OPTIONS.  Subject to action of the

Compensation Committee of the Company’s Board of Directors, Employee shall be

eligible receive grants of options to purchase shares of the Company’s stock

pursuant to the Company’s 1996 Stock Incentive Plan, As Amended.  Any such options shall have a term of ten

years so long as the Employee remains as an employee with the Company, shall

vest ratably on each of the first four anniversaries of the grant date, and

shall be at an exercise price equal to the fair market value of the stock on

the grant date.




 




(c)           PERFORMANCE

BONUS – BOARD OF DIRECTORS DISCRETION. 

The Employee shall be eligible to receive an annual performance

bonus.  Any such bonus awarded to the

Employee shall be payable in the amount, in the manner, and at the time determined

by the Company’s Compensation Committee and/or the Board of Directors, in their

sole and absolute discretion.




 




4.             FRINGE

BENEFITS.  The Employee shall be

entitled to participate in any benefit programs adopted from time to time by

the Company for the benefit of its executive employees, and the Employee shall

be entitled to receive such other fringe benefits as may be granted to Employee

from time to time by the Company’s Compensation Committee and/or the Board of

Directors.




 




(a)           BENEFIT

PLANS.  The Employee shall be

entitled to participate in any benefit plans relating to stock options, stock

purchases, pension, thrift, profit sharing, life and disability insurance,

medical coverage, executive medical and dental coverage, education, or other

retirement or employee benefits available to all other executive employees of

the Company, subject to any restrictions specified in such plans.




 




(b)           TRAVEL

BENEFITS.  Employee and Employee’s

spouse shall be entitled to travel benefits on Company flights (but not charter

flights) at the PS2F/PS2Y category. Employee’s eligible dependents shall be

entitled to travel benefits on Company flights (but not charter flights) at the

PS2F/PS2Y category when traveling with Employee and/or Employee’s spouse; when

not traveling with Employee and/or Employee’s spouse, eligible dependents shall

be entitled to travel benefits on Company flights (but not charter flights) at

the SA1F/PS8Y category.  Employee and

Employee’s eligible dependents shall be entitled to travel benefits on other

airlines at the sole discretion of such airlines, at a comparable level to that

provided to other Company executive officers.




 




(c)           EXECUTIVE

LONG-TERM DISABILITY INSURANCE PLAN. 

Subject to the applicable waiting periods, the Employee will be included

in the Company’s Executive Long-Term Disability Insurance Plan, as it may be

modified from time to time, at the Company’s expense.




 




(d)           BUSINESS

EXPENSES.  The Company shall

reimburse the Employee for any and all necessary, customary, and usual expenses,

properly receipted in accordance with Company policies, incurred by the

Employee on behalf of the Company.




 




2





























 




(e)           RELOCATION

ALLOWANCE.    If Employee resigns or

is terminated without cause, the Company will pay moving expenses, not to

exceed $50,000, from Hawaii to Employee’s next destination on the U.S.

Mainland.  To the extent such reimbursed

expenses are taxable, the amounts paid hereunder will be grossed up by the

Company to make Employee whole for such expenditures.




 




5.             CONFIDENTIAL

INFORMATION.  Employee recognizes

that by reason of Employee’s employment by and service to the Company, Employee

will occupy a position of trust with respect to business and technical

information of a secret or confidential nature which is the property of the

Company which will be imparted to Employee from time to time in the course of

the performance of Employee’s duties hereunder (the “Confidential

Information”).  Employee acknowledges

that such information is a valuable and unique asset of the Company and agrees

that Employee shall not, during or after the Term of this Agreement, use or

disclose directly or indirectly any Confidential Information of the Company to

any person, except that Employee may use and disclose to authorized personnel

of the Company such Confidential Information as is reasonably appropriate in

the course of the performance of Employee’s duties hereunder.  Confidential Information of the Company

shall include all information and knowledge of any nature and in any form

relating to the Company including but not limited to, business plans;

development projects; computer software and related documentation and

materials; designs, practices, processes, methods, know-how and other facts

relating to the business of the Company; advertising, promotions, financial

matters, sales and profit figures, customers or customer lists.  Confidential Information shall not include

any information that is or shall become publicly known through no fault of the

Employee and any information received in good faith from a third party who has

the right to disclose such information and who has not received such

information, either directly or indirectly, from the Company.




 




6.             TERMINATION

OF EMPLOYEE’S EMPLOYMENT.




 




(a)           DEATH.  If the Employee dies while employed by the

Company, Employee’s employment shall immediately terminate.  The Company’s obligation to pay the

Employee’s Base Salary shall cease as of the date of the Employee’s death.  Thereafter, the Employee’s beneficiaries or

estate shall receive benefits in accordance with the Company’s retirement,

insurance, and other applicable programs and plans then in effect.




 




(b)           DISABILITY.  If, as a result of the Employee’s mental or

physical incapacity, the Employee shall be unable to perform the services for

the Company contemplated by this Agreement in the manner in which Employee

previously performed them during an aggregate one hundred twenty (120) business

days in any consecutive seven (7) month period (“Disability”), the Employee’s

employment may be terminated by the Company for Disability.  During any period prior to such termination

during which the Employee is absent from the full-time performance of

Employee’s duties with the Company due to Disability, the Company shall continue

to pay the Employee the Base Salary at the rate in effect at the commencement

of such period of Disability.  Any such

payments made to the Employee shall be reduced by amounts received from

disability insurance obtained or provided by the Company, and by the amounts of

any benefits payable to the Employee, with respect to such period, under the

Company’s Executive Long-Term Disability Plan. 

Subsequent to the termination provided for in this Section 7(b), the Employee’s

benefits shall be determined under the Company’s retirement




 




3





























 




insurance, and other compensation programs then in effect in accordance

with the terms of such programs.




 




(c)           TERMINATION

BY THE COMPANY FOR CAUSE.  The

Company may terminate the Employee’s employment under this Agreement for

“Cause” at any time prior to expiration of the Term of the Agreement, only upon

the occurrence of any one or more of the following events:




 




(i)            The material breach of this

Agreement by the Employee, including without limitation, repeated willful

neglect of the Employee’s duties, the Employee’s material lack of diligence and

attention in performing services as provided in this Agreement, or the

Employee’s repeated willful failure to implement or adhere to policies

established by, or directives of, the Company’s Board of Directors.




 




(ii)           Conduct of a criminal nature that may

have an adverse impact on the Company’s reputation and standing in the

community; or




 




(iii)          Fraudulent conduct in connection with

the business affairs of the Company, regardless of whether said conduct is

designed to defraud the Company or others.




 




In the event of termination for Cause, the Company’s

obligation to pay the Employee’s Base Salary shall cease as of the Termination

Date.  If the Employee’s employment is

terminated for Cause, the Employee’s employment may be terminated immediately

without any advance written notice.




 




(d)           TERMINATION

BY THE COMPANY WITHOUT CAUSE.  The

Company shall have the right to terminate this Agreement prior to the

expiration of the Term, at any time, without “Cause.”  In the event the Company shall so elect to terminate this

Agreement, the Employee shall receive compensation pursuant to the provisions

of Section 7 hereof.




 




(e)           TERMINATION

BY THE EMPLOYEE.    The Employee

shall have the right to terminate this Agreement at any time upon thirty (30)

days’ written notice.   If the Employee

terminates this Agreement upon thirty (30) days’ written notice after June 7,

2003, the Employee shall receive compensation pursuant to the provisions of

Section 7 hereof.




 




7.             COMPENSATION

UPON TERMINATION OR NON-RENEWAL BY THE COMPANY OTHER THAN FOR CAUSE OR BY THE

EMPLOYEE AFTER JUNE 7, 2003.  If the

Employee’s employment shall be terminated (i) by act of the Company other than

for Cause or (ii) by the Employee upon thirty (30) days’ written notice after

June 7, 2003, the Employee shall be entitled to the following benefits:




 




4





























 




(a)           PAYMENT

OF UNPAID BASE SALARY.  The Company

will immediately pay the Employee any portion of the Employee’s Base Salary not

paid prior to the Termination Date.




 




(b)           CONTINUED

PAYMENT OF BASE SALARY.  For the

eighteen (18) month period subsequent to the Termination Date, the Company

shall pay to the Employee, on a bimonthly basis an amount equal to all Base

Salary that would have been payable to the Employee pursuant to this Agreement

had the Employee continued to be employed for the eighteen  (18) months immediately following the

Termination Date (such Base Salary for such period being equal to the

Employee’s Base Salary in effect as of the Termination Date).




 




(c)           CONTINUATION

OF FRINGE BENEFITS.  The Company

shall continue to provide the Employee with all Fringe Benefits set forth in

Section 4 throughout the remaining eighteen (18) month period subsequent to the

Termination Date, as if the Employee’s employment under the Agreement had not

been terminated.  Such Fringe Benefits

to be provided to Employee during this period will be those benefit plans offered

during such period to other employees, provided that long term disability

insurance will not be so provided after termination because the carrier limits

provision of such to employees.  If

required bylaw or otherwise allowed by the relevant provider, Employee will be

afforded the opportunity to continue such benefits at his cost after the

coverage ends under this Agreement..




 




8.             NONCOMPETITION

PROVISIONS.




 




(a)           NONCOMPETITION.    For a period of eighteen (18) months

commencing on the Termination Date, Employee agrees and covenants that he shall

not, directly or indirectly, undertake to become an employee, officer, partner,

consultant or otherwise be connected with any entity for which, at such time,

(i) in excess of 5% of its business is, or (ii) in which his specific duties

and responsibilities are, in direct competition with the Company either within

Hawaii or on routes to and from Hawaii serviced by the Company.    Employee acknowledges and agrees that any

breach of this non-competition provision shall entitle Employer to immediately

terminate payments pursuant to Section 7 of this Agreement.




 




(b)           NONDISPARAGEMENT.    For a period of eighteen (18) months

commencing on the Termination Date, Employee agrees that he shall not make any

statements that disparage or tend to disparage the Company or its products,

services, officers, employees, advisers or other business contacts.   Employee acknowledges and agrees that any

breach of this non-disparagement provision shall entitle Employer to

immediately terminate payments pursuant to Section 7 of this Agreement.




 




(c)           RIGHT

TO COMPANY MATERIALS.  The Employee

agrees that all styles, designs, lists, materials, books, files, reports

correspondence, records, and other documents (“Company Materials”) used,

prepared, or made available to the Employee, shall be and shall remain the

property of the Company.  Upon the

termination of employment or the expiration of this Agreement, all Company

Materials shall be returned immediately to the Company, and the Employee shall

not make or retain any copies thereof.




 




5





























 




(d)           ANTI-SOLICITATION.  The Employee promises and agrees that during

the term of this Agreement Employee will not influence or attempt to influence

customers or suppliers of the Company or any of its present or future

subsidiaries or affiliates, either directly or indirectly, to divert their

business to any individual, partnership, firm, corporation or other entity then

in competition with the business of the Company or any subsidiary or affiliate

of the Company.




 




(e)           SOLICITING

EMPLOYEES.  During the term of this

Agreement and for the eighteen (18) month period commencing on the Termination

Date, the Employee promises and agrees that Employee will not directly or

indirectly solicit any of the Company’s employees to work for any business,

individual, partnership, firm, corporation, or other entity then in competition

with the business of the Company or any subsidiary or affiliate of the Company.




 




9.             NOTICES.  All notices, requests, demands and other

communications hereunder shall be in writing and shall be effective upon

receipt. All notices shall be given or served personally or sent by facsimile

or first class mail, postage prepaid, addressed as follows:




 




	

  If to the Company:


  	

  Hawaiian Airlines, Inc.


  
	

   


  	

  Attn: 

  General Counsel


  
	

   


  	

  3375 Koapaka Street, Suite G-350


  
	

   


  	

  Honolulu, Hawaii 

  96819


  
	

   


  	

  Phone:  808/835-3610


  
	

   


  	

  Fax:       808/835-3690


  
	

   


  	

   


  
	

  If to the Employee:


  	

  H. Norman Davies, Jr.


  
	

   


  	

  7171 Makaa St.


  
	

   


  	

  Honolulu, Hawaii 96825


  
	

   


  	

  Phone: 

  808-396-1950


  





 




or to such other address

which the party receiving the notice has notified the party giving the notice

in the manner aforesaid.




 




10.           ATTORNEYS’

FEES.  In the event judicial or

quasi-judicial determination is necessary of any dispute arising as to the

parties’ rights and obligations hereunder, the Company and the Employee shall

bear their respective attorneys’ fees and costs associated with such dispute.




 




11.           TERMINATION

OF PRIOR AGREEMENTS.  This Agreement

terminates and supersedes any and all prior agreements and understandings

between the parties with respect to employment or with respect to the

compensation of the Employee by the Company from and after the Effective Date,

including that Employment Agreement dated October 13, 1997 and the amendments

thereto between Employee and the Company.




 




12.           ASSIGNMENT;

SUCCESSORS.  This Agreement is

personal in its nature and neither of the parties hereto shall, without the

consent of the other, assign or transfer this Agreement or any rights or obligations

hereunder; provided that, in the event of the merger, consolidation, transfer,

or sale of all or substantially all of the assets of the Company with or to any

other individual or entity, this Agreement shall, subject to the provisions

hereof, be binding upon, and inure to the benefit of such successor and such

successor shall discharge and perform all the promises, covenants, duties, and

obligations of the Company hereunder.




 




6





























 




13.           GOVERNING

LAW.  This Agreement and the legal

relations thus created between the parties hereto shall be governed by and

construed under and in accordance with the laws of the State of Hawaii.




 




14.           ENTIRE

AGREEMENT;  HEADINGS.   This Agreement embodies the entire

agreement of the parties respecting the matters within its scope and may be

modified only in writing.   Section

headings in this Agreement are included herein for convenience of reference

only and shall not constitute a part of this Agreement for any other purpose.




 




15.           WAIVER:  MODIFICATION.  Failure to insist upon strict compliance with any of the terms,

covenants, or conditions hereof shall not be deemed a waiver of such term,

covenant, or condition, nor shall any waiver or relinquishment of, or failure

to insist upon strict compliance with, any right or power hereunder at any one

or more times be deemed a waiver or relinquishment of such right or power at

any other time or times.  This Agreement

shall not be modified in any respect except by a writing executed by each party

hereto.




 




16.           SEVERABILITY.  In the event that a court of competent

jurisdiction determines that any portion of this Agreement is in violation of

any statute or public policy, only the portions of this Agreement that violate

such statute or public policy shall be stricken.  All portions of this Agreement that do not violate any statute or

public policy shall continue in full force and effect.  Further, any court order striking any

portion of this Agreement shall modify the stricken terms as narrowly as

possible to give as much effect as possible to the intentions of the parties

under this Agreement.




 




17.           INDEMNIFICATION.  The Company shall indemnify and hold the

Employee harmless to the maximum extent permitted by the appropriate provisions

of the statutes of the State of Hawaii and the Restated Articles of

Incorporation of the Company, as such may be amended.




 




18.           COUNTERPARTS.  This Agreement may be executed 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.




 




7





























 




IN WITNESS WHEREOF, the Company has caused this

Agreement to be executed by its duly authorized officers, and the Employee has

hereunto signed this Agreement, as of the date first above written.




 




 




	

  EMPLOYEE:


  	

  HAWAIIAN AIRLINES, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  H. Norman Davies, Jr.


  	

   


  	

  John W. Adams


  
	

   


  	

   


  	

   


  	

  Its Chairman of the Board,


  Chief Executive Officer and


  President


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  BY:


  	

   


  	

   


  
	

   


  	

   


  	

  Lyn Flanigan Anzai


  
	

   


  	

   


  	

  Its Vice President, General Counsel


  And Corporate Secretary


  
								





 




8