Exhibit

10.6




 




SEVERANCE,

GENERAL RELEASE, AND INDEMNITY AGREEMENT




 




This Severance, General Release, and Indemnity

Agreement (“Agreement”), effective as of May 23, 2002, is made and entered into

by and between Paul John Casey (“Employee”) and Hawaiian Airlines, Inc.

(“Employer”) and its successors.




 




RECITALS




 




Whereas, Employee was employed by Employer from

April  14, 1997 as an at-will employee;

and




 




Whereas, Employee retired from employment with

Employer on June 30, 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 employment shall be June 30, 2002. 

Employee shall not be required to perform any services for the Company

after May 17, 2002.




 




2.             Continuation

of Base Salary.  Employer shall pay

Employee an amount equal to 36 months of Employee’s base annual salary (the

“Consideration Amount”).  Employee and

Employer agree that the Consideration Amount shall be One Million One Hundred

Twenty-five Thousand U.S. Dollars ($1,125,000.00), 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 July 20, 2002 and ending on July 5, 2005.    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:




 





























 




Severance, General Release and Indemnity Agreement




Paul John Casey




 




 




a)              Automobile Allowance and Club Dues:  Employer

shall continue through June 30, 2005 to provide Employee with an automobile

allowance of $800.00 per month and will pay all dues and similar charges

currently provided to Employee for Oahu Country Club, Honolulu Club and

Outrigger Canoe Club.




 




b)             Life Insurance Policies:  Employer

shall continue to provide Employee the two executive life insurance policies

which are currently provided as well as coverage for Employee under the

Employer’s group life insurance plan until the anniversary rollover date for

each policy during 2005.  In addition,

if permitted by the insurance company issuing the policies, Employee may

continue the above referenced life insurance policies in accordance with the

terms set by the insurance company.




 




c)              Medical/Dental Benefit Plans:  Employer

shall pay Employee $82,880.00 in lieu of the continuation by Employer of

medical and dental benefits after termination through April 30, 2011, which

amount shall be grossed up for estimated taxes for a total lump sum payment of

$159,845.71.    Upon termination of medical and dental

benefits by the Employer hereunder, Such payment will be mailed as soon after

execution of this Agreement as is reasonably practicable to the address

provided by the Employee to the Employer. 

Employee may elect to continue coverage under the Employer’s medical and

dental plans, at Employee’s own expense, in accordance with the Consolidated

Omnibus Budget Reconciliation Act of 1985.




 




d)             Flight Benefits:  Employee shall be entitled to

Flight Benefits for himself and his spouse during his lifetime.  “Flight Benefits” shall mean flight benefits

on each airline operated by Employer or any of its affiliates or any successor

or successors thereto (the “System”), consisting of the highest priority

positive space flight passes for unlimited travel on the System and a

membership for Employee and his spouse in the Employer’s airport executive club

program (the “Executive Club”).




 




As

used for purposes of Flight Benefits, the term “affiliates” of Employer means

any entity controlled by, controlling, or under common control with Employer,

it being understood that control of an entity shall require the direct or

indirect ownership of a majority of the outstanding capital stock of such

entity.




 




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Employee

will be issued a membership card in the Executive Club for Employee and

Employee’s spouse and appropriate flight pass identification cards, each valid

at all times during the term of Employee’s  Flight Benefits.




 




e)              Compensation for fringe benefits made unavailable

by reason of employment separation:  In recognition of the fact that Employee

will no longer be eligible to participate in certain employee benefits,

including the Employer’s 401(k) plan, the Employer shall pay Employee the sum

of Twenty-nine Thousand Eight Hundred Fifty Dollars ($29,850), less all

employment taxes and other deductions required to be withheld by Employer, said

sum to be paid in three equal installments on June 30 of 2002, 2003 and 2004,

in full satisfaction of the Employer’s obligations for these benefits.




 




4.             Stock

Options.   Employee has been  granted stock options for the purchase

of  750,000 shares of common stock of

the Employer (such options are summarized on the chart attached hereto as

Schedule A), all of which options will vest on June 30, 2002 and will terminate

on the original expiration dates for said options, in accordance with Addendum

No. 4 to the Employment Agreement between Employee and Employer, effective as

of January 31, 2001.




 




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, 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.




 




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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 (except laptop as

provided herein), 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. Upon payment to

Employer of the sum of         ,

Employee will be allowed to purchase and retain his computer laptop and related

software provided that property and software belonging to the Employer is

purged.  In addition, Employee will be

allowed to retain his cellular phone and number, but all service costs will be

assumed by Employee as of July 1, 2002.




 




7.             Confidentiality

of Proprietary Information.




 




a.             Employee

acknowledges that he has had an obligation under the Code of

Business Ethics and Conduct Policy

and House

Rules to protect and preserve the

confidentiality of information relating to Employer throughout his employment

with Employer. Employee warrants and affirms that he has not disclosed any

information protected by the Code of Business Ethics and Conduct Policy and House Rules.




 




b.             As

used in this Agreement, the term “Proprietary Information” means (i) any information

of a confidential nature relating to the suppliers, potential suppliers,

customers, and/or potential customers of Employer, (ii) any information of a

confidential nature relating to the trade secrets, manufacturing processes,

product details, specific product applications, computer software and design

techniques, concepts, inventions, practices, processes, and/or finances of

Employer, (iii) any information of a confidential nature relating to any

business, financial, and/or other arrangements transacted between Employer and

any other person, firm, company, or other entity, and (iv) any information of a

confidential nature that Employee learned or created during his employment with

Employer.




 




c.             Employee

acknowledges that he has been privy to Proprietary Information during his

employment with Employer. Employee agrees that he shall maintain the

confidentiality of the Proprietary Information and shall take all steps

necessary to protect the Proprietary Information and prevent any portion of the

Proprietary Information from entering the public domain or falling into the

hands of others not obligated to maintain the secrecy of the Proprietary

Information. Employee further agrees that he shall not directly or indirectly

use and/or disclose the Proprietary Information or any portion of the

Proprietary Information following his termination from employment with

Employer.




 




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d.             Employee

acknowledges that any and all documents or materials containing any Proprietary

Information, as well as any and all notes and extracts related thereto are the

exclusive property of Employer. Employee warrants and affirms that any and all

such documents, materials, notes, and extracts have not been removed or

duplicated by Employee, and that any and all drafts, originals, and copies of

such documents, materials, notes, and extracts have been returned to Employer.




 




e.             Employee

further acknowledges that any and all documents, papers, drawings, magnetic or

other media, tangible property, correspondence, memoranda, voice-mail, and/or

electronic mail made, compiled, received by, or made available to Employee

during his employment with Employer are the exclusive property of Employer,

whether or not any such materials contain any Proprietary Information.  Employee warrants and affirms that any and

all such materials have not been removed or duplicated by Employee, and that

any and all drafts, originals, and copies of such materials have been returned to

Employer.




 




8.             Intellectual

Property Rights.




 




a.             Employee

acknowledges that from time to time during his employment with Employer he may

have been involved (whether during or outside normal business hours) in the

concept, research, design or development of new ideas, products, processes or

practices. As used in this Agreement, any ideas, concepts, inventions, designs,

products, software, documents or other works of authorship (in any medium),

improvements, modifications, processes or practices conceived, created or

developed in whole or in part by Employee during the period of his employment

with Employer are referred to as an “Invention” or as “Inventions”. However, as

used in this Agreement, the terms “Invention” and/or “Inventions” do not apply

to any invention which was developed entirely on Employee’s own time without

using any equipment, supplies, facilities, or trade secret information of

Employer, except for inventions that either: (1) relate at the time of

conception or reduction to practice of the invention to the business, actual

research or development, and/or anticipated research or development of

Employer, or (2) result from any work performed by Employee for Employer.




 




b.             Employee

acknowledges, represents, and agrees that all Inventions are the sole property

of Employer, and that all tangible expressions of the Inventions, including,

without limitation, all documents, instruments, sketches, drawings, notes,

records, plans, specifications, manuals and tapes, and all reproductions,

copies or facsimiles thereof, have been developed, made or invented exclusively

for the benefit of and are the sole and exclusive property of Employer and

constitute work made for hire under Section 201 of Title 17 of the United

States Code (17 U.S.C. Section 201).




 




c.             Employee

acknowledges, represents, and agrees that upon the request of and at the

expense of Employer, Employee shall execute any and all documents (including,

but




 




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not limited to, patent applications and

assignments) and render any assistance (including, but not limited to,

assistance in arbitration, mediation, and/or litigation), that Employer

reasonably determine to be necessary or appropriate to perfect, enjoy and

defend the rights of Employer in any Invention.




 




d.             Employee

acknowledges represents, and agrees that he shall not register or seek to

register with any governmental or other entity anywhere in the world any rights

in any Invention and shall not challenge Employer’s rights in any Invention.




 




9.             Covenant

Not to Compete.




 




a.             Employee

acknowledges that he has had an obligation under the Code of

Business Ethics and Conduct Policy

to refrain from competing with Employer throughout his employment with

Employer. Employee warrants and affirms that he has not knowingly or

intentionally engaged in any such competitive activity.




 




b.             As

of the date of this Agreement and continuing until June 30, 2004, the Employee

shall not, directly or indirectly, own an interest in, manage, operate, join,

control, lend money or render financial or other assistance to or participate

in or be connected with, as an officer, employee, partner, stockholder,

creditor, investor, consultant or otherwise, any individual partnership, firm,

corporation or other business organization or entity (collectively, an

“Entity”) that, at such time: (a) is headquartered in Hawaii and is primarily

engaged in the business of passenger or freight airlines services or aircraft

ground maintenance operations; (b) is an airline that has Hawaii inter-island

passenger or freight services that constitute a material share of its overall

airlines business measured by passenger revenue miles or freight pound miles;

or (c) has 5% or more of the Hawaii inter-island passenger or freight air

services measured by passenger revenue miles or freight pound miles and the

Employee or his affiliates are serving directly as an officer, employee,

partner or consultant of, or otherwise has significant duties or

responsibilities involving, such Entity’s Hawaii operations.  Employee and Employer acknowledge and agree

that the provisions of this Section 9 do not prevent Employee from owning

shares which constitute a non-controlling interest in any company which is

traded on a national stock exchange. 

Employee acknowledges and agrees that any breach of this non-competition

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 taking further such

actions in breach of these provisions..




 




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10.                                 Non-Solicitation.




 




a.             Employee

agrees that until June 30, 2005, he shall not directly or indirectly represent

any corporation or entity in any business transaction with the Employer, unless

waived by Employer in writing by an authorized officer of Employer.




 




b.             Employee

agrees that for a period of thirty-six months following the termination of his

employment with Employer, he shall not directly or indirectly employ, engage,

attempt to employ or engage, negotiate, arrange for the employment or

engagement, solicit, or otherwise endeavor to entice away any individual who

was employed by Employer




as a director, officer, manager, sales

representative, or technician, or research and development position at the time

of Employee’s termination from employment with Employer.




 




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.




 




(b)  Employer recognizes Employee’s interest in preserving his

reputation in the community and the airline industry.   Employer agrees not to make any unsubstantiated statements that

disparage or tend to disparage the Employee. 

Employer shall not make contact




 




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with or engage in communications about the Employee with (i) the media,

current or former employees of Employer, or (ii) current or former business

contacts of Employer.  Employer

acknowledges and agrees that any breach of this non-disparagement provision

shall entitle Employee to sue Employer for breach of this Agreement  and seek immediate recovery of any damages

caused by such breach and to prevent Employer from further statements that

disparage or tend to disparage the Employee or any of his products or services.




 




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.




 




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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, 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.




 




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IN WITNESS WHEREOF, the parties have duly executed

this Agreement.




 




	

  SO

  AGREED:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  PAUL

  JOHN CASEY


  	

   


  	

  Date


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  HAWAIIAN AIRLINES, INC.


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:

  John W. Adams


  	

   


  	

  Date:

  June      , 2002


  	

   


  
	

  Its:

  Chairman of the Board


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:

  Lyn F. Anzai


  	

   


  	

  Date: June

       , 2002


  	

   


  
	

  Its: Vice

  President, General Counsel And Corporate Secretary


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
						





 




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)




 




	

   


  	

   


  
	

   


  	

   


  
	

  PAUL JOHN CASEY


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  
			





 




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