Exhibit 10.24


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (“Agreement”) dated November 18, 2005 and effective
as of November 10, 2005 (“Effective Date”) is entered into by and between
Peter R. Ingram (“Employee”) and Hawaiian Airlines, Inc., a Delaware
corporation (“Company”).


 


Company and Employee desire to establish Company’s right to services of
Employee, in the capacity described below, on the terms and conditions and
subject to the rights of termination hereinafter set forth, and Employee agrees
to engage in such employment on those terms and conditions.


 


In consideration of the mutual agreements hereinafter set forth,
Employee and Company have agreed and do hereby agree as follows:


 


1.                                       EMPLOYMENT
AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (“CFO”). Company
does hereby employ and engage Employee as Executive Vice President and Chief
Financial Officer (“CFO”), and Employee does hereby accept and agree to such
engagement and employment.


 


a.                                       Basic
Duties. Employee’s duties during the Employment Period shall include the
executive, managerial and reporting duties as required by the President/Chief
Executive Officer and the Board of Directors of the Company shall from time to
time prescribe and as provided in the Bylaws of the Company, but not limited to
the responsibilities as outlined in the Position and Candidate Specifications
document attached as Exhibit 1. The precise scope of the duties of
Employee may be modified from time to time at the discretion of Company’s
President and Chief Executive Officer (CEO) or his designee(s) consistent with
Employee’s titles and general duties and responsibilities hereunder.


 


b.                                      Reporting
Relationship. Employee shall at all times report to the President and CEO
or his designee(s).


 


c.                                       Time
and Effort Expected of Employee. Employee shall devote full time,
attention, energy and skill to the performance of Employee’s duties for Company
and for the benefit of Company. Furthermore, Employee shall exercise due
diligence and care in the performance of Employee’s duties to Company under
this Agreement.


 


2.                                       TERM
OF AGREEMENT. Company and Employee expressly agree that they have an “at
will” employment relationship, which means that either party has the right to
terminate the employment relationship at any time for any reason, with or
without cause. Reasons for termination that result in post–termination payments
are set forth in Section 8. The period of time commencing on the Effective
Date and ending upon the date of termination by either party (“Termination Date”)
shall be referred to as the Employment Period.


 

















 


3.                                       COMPENSATION.


 


a.                                       SIGNING
BONUS. As an inducement to enter into this Agreement, Company will provide
Employee a one-time signing bonus in the gross amount of $50,000, less
applicable withholdings, payable within Employee’s first month of employment
and repayable in full if Employee leaves of his own volition before his first
year anniversary. Employee will also be provided a one-time guaranteed advance
on the fiscal 2006 performance bonus of $50,000, payable within the first month
of his employment and repayable in full if the Employee leaves of his own
volition before his first year anniversary.


 


b.                                      BASE
SALARY. Company shall pay Employee, and Employee agrees to accept from
Company, a base salary at the rate of TWO HUNDRED AND SEVENTY-FIVE THOUSAND
DOLLARS AND NO/100 DOLLARS ($275,000) per year (“Base Salary”), less applicable
withholdings required by law or Employee’s benefit plans or other deductions
authorized in writing by Employee to be withheld or deducted, payable in equal
semi-monthly installments in accordance with Company’s regular payroll
practices. Employee’s Base Salary shall be reviewed annually by Company and may be
increased, but not decreased, by Company in its sole and absolute discretion. Any
adjusted amounts under this Section 3.b. will thereafter become the “Base
Salary” for purposes of this Agreement.


 


c.                                       PERFORMANCE
BONUS. In addition to the Base Salary, Employee shall be eligible to
participate during the Employment Period in any performance bonus plan
hereafter established for senior officers of Company by the Board of Directors
(the “BOD”). Any award to Employee under that plan shall be payable, less
applicable withholdings, in the amount, in the manner, and at the time determined
by the BOD, in its sole and absolute discretion. Company will request that the
BOD award a target bonus equal to 75% of Employee’s Base Salary, with actual
payment amount established annually as a function of overall corporate
performance and Employee’s performance relative to previously established
management objectives.


 


d.                                      STOCK
OPTIONS. In addition to Base Salary, Employee shall be eligible to
participate during the Employment Period in any stock option plan hereafter
established for the senior officers of Company by the BOD in accordance with
plan terms and applicable law. Company will request an incoming grant of
300,000 stock options for Employee to be awarded in three equal tranches – upon
start date, on his one-year anniversary and his two-year anniversary. Each
tranche will then vest in equal increments over three years from grant date. The
strike price for each tranche and the other terms will be determined by the
plan approved by the BOD and Shareholders. Additionally, Employee will be considered
for additional stock option grants if and when such grants are awarded or
considered for other senior executives at the Company. Subject to the
foregoing, any award to Employee under such plan shall be made in an amount, in
the manner, and at the time determined by the BOD, in its sole and absolute
discretion.


 


2

















 


e.                                       LONG
TERM INCENTIVE PLANS. In addition to Base Salary, Employee shall be
eligible to participate during the Employment Period in any long term incentive
plans hereafter established for the senior officers of Company by the BOD in
accordance with plan terms and applicable law. Any award to Employee under such
plan shall be made in an amount, in the manner, and at the time determined by
the BOD, on a basis consistent with other senior officers, but otherwise in its
sole and absolute discretion.


 


f.                                         401(k)
PLAN. Employee shall be eligible to participate in a 401(k) or analogous
plan (the “401(k) Plan”) according to its terms, which shall be developed by
Company, subject to approval of the BOD, and which shall not occur before
Company’s emergence from Chapter 11 bankruptcy.


 


4.                                       FRINGE
BENEFITS. During his employment under this Agreement, Employee shall be
eligible to participate in, and to be covered by, such employee benefit plans
effective generally with respect to Company’s executive vice president
employees as those plans may be amended, supplemented, replaced or
terminated from time to time, to the extent Employee is eligible under the
terms of such plans; and Employee shall be eligible to receive such other
fringe benefits as may be granted to Employee from time to time by the BOD
or as delegated by it in its sole and absolute discretion. In addition to the
foregoing benefits, Employee shall also receive the following individual
benefits:


 


a.                                       TRAVEL
BENEFITS. During the Employment Period, Employee and Employee’s spouse and
eligible dependents shall be entitled to travel benefits on Company flights
(but not charter flights) at a level and under procedures commensurate with the
officer level, subject to IRS requirements, and pursuant to Company policy. Employee
and Employee’s spouse and eligible dependents of Employee shall be entitled to
travel benefits on other airlines consistent with Company’s interline
transportation agreements.


 


b.                                      EXECUTIVE
LONG-TERM DISABILITY INSURANCE PLAN. Subject to the applicable waiting
periods, Employee will be included, at Company’s expense, in Company’s
Executive Long-Term Disability Insurance Plan, as it may be amended,
supplemented, replaced or terminated from time to time.


 


c.                                       BUSINESS
EXPENSES. Company shall reimburse Employee for any and all reasonable
out-of-pocket, necessary, customary, and usual expenses, properly receipted in
accordance with Company policies, incurred by Employee on behalf of Company,
provided Employee properly accounts to Company for such expenses in accordance
with the rules and regulations of the Internal Revenue Service under the
Code, and in accordance with the standard policies and procedures of Company to
reimburse business expenses, which obligation shall survive the termination of
this Agreement.


 


d.                                      VACATIONS.
Company will provide reasonable vacations authorized by the President and CEO
subject to requirements of operations and as duties may permit, provided
that unused vacation will not be accrued and Company will not make payment to
Employee for


 


3

















 


unutilized vacation.


 


e.                                       SICK
LEAVE. Reasonable sick leave for illness or injury will also be provided,
provided that unused sick leave will not be accrued and Company will not make
payment to Employee for unutilized sick leave.


 


5.                                       RELOCATION
AND HOUSING ALLOWANCE.


 


a.                                       Company
will reimburse Employee for all reasonable costs related to relocation to
Hawaii, which will include, but not be limited to, the following items:  (i) the reasonable out-of-pocket costs
of moving his household goods and belongings from his present home to Hawaii,
including packing, unpacking, shipping and insurance; (ii) the shipment of
one automobile to Hawaii; (iii) closing costs at actual and reasonable
amounts for the sale of your current home, and/or the purchase of a home in
Honolulu, Hawaii, and (iv) one (1), one-way travel costs (coach) for
Employee and his spouse and eligible dependents directly related to Employee’s
relocation to Hawaii, (collectively referred to as the “Relocation Expenses”). The
Relocation Expenses will be reimbursed to a maximum of $40,000, with
appropriate receipts, inclusive of tax with appropriate receipts.


 


b.                                      If,
during the first twelve(12) months following the Effective Date, Company
terminates Employee’s employment without Cause then Company will reimburse
Employee for eligible costs related with relocation from Hawaii, which will include
but not be limited to the following items: 
(i) the reasonable out-of-pocket costs of moving your household
goods and belongings from Hawaii, including packing, unpacking, shipping and
insurance; (ii) the shipment of one automobile from Hawaii; (iii) closing
costs at actual and reasonable amounts for the sale of your home in Honolulu,
Hawaii, and (iv) one, one-way airfare (coach) for Employee and his spouse
and eligible dependents directly related to Employee’s relocation from Hawaii. The
Termination Expenses will be reimbursed up to a maximum of the lesser of (i) actual
Relocation Expenses paid under Section 5.a. above, or (ii) $40,000,
inclusive of tax, with appropriate receipts.


 


c.                                       If,
during the first twelve (12) months following the Effective Date, Employee
voluntarily resigns from Company (other than due to a material breach of this
Agreement by Company), Employee agrees to repay Company the full amount
Employee received as Relocation Expenses in Section 5.a.


 


d.                                      The Company will also provide to Employee a lump sum
payment of $30,000.00 less applicable withholdings, for use in Employee’s
discretion in conjunction with relocation and commencement of employment with
the Company.


 


e.                                       Employee
will be provided with a $2,500 monthly housing allowance (gross before taxes)
or equivalent, for the first twenty-four (24) months of employment. This
allowance may be extended beyond that point in time, subject to President
and CEO and BOD review and consideration.


 


4

















 


6.                                       CONFIDENTIAL
INFORMATION. Employee recognizes that by reason of Employee’s employment by
and service to 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 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 Company’s
valuable and unique asset and agrees that Employee shall not, during or after
the Term of this Agreement, use or disclose directly or indirectly any of
Company’s Confidential Information to any person, except that Employee may use
and disclose to Company’s authorized personnel such Confidential Information as
is reasonably appropriate in the course of the performance of Employee’s duties
hereunder. Company’s Confidential Information shall include all information and
knowledge of any nature and in any form relating to 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 Company’s business; and advertising,
promotions, financial matters, sales and profit figures, and customers or
customer lists.


 


7.                                       TERMINATION
OF EMPLOYEE’S EMPLOYMENT.


 


a.                                       DEATH.
If Employee dies while employed by Company, Employee’s employment shall
immediately terminate. Company’s obligation to pay Employee’s Base Salary shall
cease as of the date of Employee’s death. Thereafter, Employee’s beneficiaries
or estate shall receive benefits, if any, in accordance with Company’s
retirement, insurance, and other applicable benefit plans then in effect.


 


b.                                      DISABILITY.
If Employee (i) becomes Disabled, as defined in Company’s Executive
Long-Term Disability Plan, (ii) he cannot be reasonably accommodated by
Company, and (iii) he commences to receive long-term disability benefits,
Employee’s employment may be terminated by Company or Employee. During any
period prior to such termination during which Employee is absent from the
full-time performance of Employee’s duties with Company due to Disability,
Company shall continue to pay Employee the Base Salary at the rate in effect at
the commencement of such period of Disability. Any such payments made to
Employee shall be reduced by amounts received from disability insurance
obtained or provided by Company, and by the amounts of any benefits payable to
Employee, with respect to such period, under Company’s Executive Long-Term
Disability Plan. Subsequent to the termination provided for in this Section 7.b.,
Employee’s eligibility for any benefits shall be determined under Company’s
retirement, insurance, and other applicable benefit plans then in effect in
accordance with the terms of such plans.


 


c.                                       TERMINATION
BY COMPANY FOR CAUSE. Company may terminate Employee’s at will
employment under this Agreement for “Cause” at any time. Cause shall be defined
as:


 


(i)                                     The material breach
of this Agreement by Employee, including without


 


5

















 


limitation, repeated neglect of Employee’s duties, Employee’s repeated
material lack of diligence and attention in performing services as provided in
this Agreement, or Employee’s repeated failure to implement or adhere to
Company policies, in each case after notice to Employee stating the reason for
such breach and providing Employee thirty (30) days opportunity to cure,
provided however that such notice and opportunity to cure shall not be required
to be provided more than three (3) times during the Employment Period
prior to termination.


 


(ii)                                  Commission of a crime
(other than a petty offense or traffic violation) that has a material adverse
impact on Company’s reputation and standing in the community.


 


(iii)                               Fraudulent conduct in
connection with the business affairs of Company, regardless of whether said
conduct is designed to defraud Company or others.


 


(iv)                              Conduct in material
violation of Company’s and/or its parent company’s corporate compliance rules,
practices, procedures and ethical guidelines.


 


(v)                                 Material violation(s)
of Company’s House Rules, a copy
of which has been provided to Employee by Company.


 


In the event of termination for Cause, Company’s obligation to pay
Employee’s Base Salary and all benefits shall cease as of the Termination Date.
Except as provided above in Section 7.c.(i)., if Employee’s employment is
terminated for Cause, Employee’s employment may be terminated immediately
without any advance written notice.


 


d.                                      TERMINATION
BY COMPANY WITHOUT CAUSE. Company shall have the right to terminate
Employee’s at will employment at any time, without Cause. In the event Company
shall so elect to terminate Employee’s employment without Cause, Employee shall
be entitled to only such payments as may be required under the terms of Section 8
of this Agreement. Employee agrees that in the event of his termination without
Cause, the Term of this Agreement will be deemed to be the period between the
Effective Date and the Termination Date.


 


e.                                       RESIGNATION
BY EMPLOYEE. If Employee voluntarily resigns his employment at any time
during the term of this Agreement, Company’s obligation to pay Employee’s
compensation and fringe benefits shall cease as of the date of resignation. Employee
agrees to provide Company with at least thirty (30) days written notice prior
to the effective date of resignation. Company may elect, in its sole and
absolute discretion, to relieve Employee of his employment duties for all or
any part of the thirty (30) day notice period. However, Employee shall
continue to receive compensation and benefits under this Agreement through the
effective date of his resignation.


 


6

















 


f.                                         RETURN
OF COMPANY PROPERTY. Upon termination, Employee will immediately return all
Company issued items, including, but not limited to Company identification
badge(s), access card(s), AOA badge(s), travel card, Friendship Travel Passes
(FTPs), computer equipment (hardware/software), disks and/or electronic data,
fax machine(s), pager(s), company credit card(s), company telephone card(s),
access code(s), key(s), company files, work product, manuals, customer lists,
company documents, financial information, operational information, plans,
memoranda, notes, and correspondence.


 


g.                                      PAYMENT
OF ACCRUED OBLIGATIONS. Notwithstanding anything in this Section 7 to
the contrary, upon termination of Employee’s employment for any reason, Company
shall pay Employee: (i) Employee’s Base Salary earned and unpaid through
the Termination Date, if any, and (ii) unreimbursed expenses payable in
accordance with Company policy (“Accrued Expenses”). The payment of Accrued
Expenses shall be made within ten (10) days following Termination Date.


 


8.                                       PAYMENTS
UPON TERMINATION WITHOUT CAUSE IN EXCHANGE FOR AGREEMENT TO WAIVE ALL CLAIMS.


 


a.                                       If
the Company terminates Employee’s at will employment without Cause, in addition
to Accrued Obligations, Employee shall be entitled to the following payments in
exchange for a valid release and waiver of all claims through the Termination
Date that Employee may have at that time against Company or related
persons or entities (“Waiver of All Claims”): Company shall pay to Employee an
amount equal to Employee’s Base Salary (“the Settlement Sum”). The Settlement
Sum shall be paid in a lump sum, less applicable withholdings, on the
Termination Date. Company shall provide all information for continuation of
fringe benefits to the extent required by law.


 


b.                                      If
Employee fails or refuses to agree to a valid Waiver of All Claims through the
Termination Date, Employee will not be paid any amounts under this Section 8.


 


c.                                       TAX
WITHHOLDING OBLIGATIONS. At the time that the Waiver of All Claims is
executed, the parties will determine the extent to which any of the payments
provided for in this Section 8 may be subject to federal, state, or
local tax or other withholdings. Those tax/withholding obligations will be
detailed in the Waiver of All Claims.


 


d.                                      NO
OTHER COMPENSATION OR BENEFITS POST TERMINATION. No other payment,
compensation or fringe benefit other than as described in this Section 8
and in Section 5.b. shall be provided to, or owed to, Employee after
termination with or without Cause.


 


e.                                       Employee
shall not be required in any way to mitigate the amount of any payment provided
for in this Section 8, including, but not limited to, by seeking other
employment, nor shall the amount of any payment provided for in this Section 8
be reduced by any compensation earned by Employee as the result of employment
with another employer after the Termination


 


7

















 


Date, or otherwise.


 


9.                                       NONCOMPETITION
PROVISIONS.


 


a.                                       NONCOMPETITION.
During the Term of this Agreement and for a period of twelve (12) months
commencing on the Termination Date, Employee agrees and covenants that Employee
shall not, directly or indirectly, undertake to become an employee, officer,
partner, consultant or otherwise be connected with any entity (i) for
which, at such time, in excess of 10% of its revenues are derived from airline
operations (including without limitation, passenger, charter, military, cargo,
or other airline operations) within Hawaii and/or between Hawaii and the
mainland United States, or (ii) in which Employee’s specific duties and
responsibilities are in direct competition with Company either within Hawaii or
on routes to and from Hawaii serviced by Company. Employee acknowledges and
agrees that any breach of this non-competition provision shall entitle Employer
to immediately terminate any payments to him pursuant to Section 8 of this
Agreement. In addition, Employee agrees that any breach or threatened breach of
this provision 9.a. will entitle Company to an injunction from any court having
jurisdiction over Employee, it being agreed that any such breach would
irreparably harm Company. In addition, Company will be entitled to such damages
as may be proved in court arising from such breach.


 


b.                                      NONDISPARAGEMENT.
During the Term of this Agreement and for a period of twelve (12) months
commencing on the Termination Date, Employee agrees that he shall not make any
statements that disparage or tend to disparage Company, its products, services,
officers, employees, advisers or other business contacts, and Company agrees
that its officers and management employees of Company’s human resources
department shall not make any statements that disparage or tend to disparage
Employee. The parties acknowledge and agree that each act of such disparagement
shall entitle the other to $5,000 in liquidated damages, which shall be awarded
by an arbitrator pursuant to the provisions of Section 11 of this
Agreement. In addition, Employee acknowledges that any breach of this
non-disparagement provision shall entitle Company to immediately terminate any
payments pursuant to Section 8 of this Agreement. Nothing herein shall be
construed to apply to limit Company in its exercise of Section 7.c. or
permit sanctions for statements made in the exercise of such provision.


 


c.                                       RIGHT
TO COMPANY MATERIALS. Employee agrees that all styles, designs, lists,
materials, books, files, reports, correspondence, e-mails and other paper and
electronically stored information, records, and other documents (“Company
Materials”) used, prepared, or made available to Employee, shall be and shall
remain the property of Company. Upon the termination of employment or the
expiration of this Agreement, all Company Materials shall be returned
immediately to Company, and Employee shall not make or retain any copies
thereof.


 


d.                                      ANTI-SOLICITATION.
Employee promises and agrees that during the term of this Agreement and for a
period of twelve (12) months commencing on the Termination Date, Employee will
not influence or attempt to influence customers or suppliers of Company or any


 


8

















 


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 Company or
any subsidiary or affiliate of Company. Employee acknowledges and agrees that
any breach of this anti-solicitation provision shall entitle Company to
immediately terminate any payments pursuant to Section 8 of this Agreement.
In addition, Employee agrees that each act of such solicitation shall entitle
Company to $5,000 in liquidated damages, which shall be awarded by an
arbitrator pursuant to the provisions of Section 11 of this Agreement.


 


e.                                       SOLICITING
EMPLOYEES. During the term of this Agreement and for a period of twelve
(12) months commencing on the Termination Date, Employee promises and agrees
that Employee will not directly or indirectly solicit any of Company’s
employees to work for any business, individual, partnership, firm, corporation,
or other entity. Employee acknowledges and agrees that any breach of this
Soliciting Employees provision shall entitle Company to immediately terminate
any payments pursuant to Section 8 of this Agreement. In addition,
Employee agrees that each act of such solicitation shall entitle Company to
$5,000 in liquidated damages, which shall be awarded by an arbitrator pursuant
to the provisions of Section 11 of this Agreement.


 


10.                                 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 Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hawaiian Airlines, Inc.

  	
   

  	
   

  
	
  Attn:  Senior Vice President,
  Human Resources

  	
   

  	
   

  
	
  3375 Koapaka Street, Suite H-460

  	
   

  	
   

  
	
  Honolulu, Hawaii 96819

  	
   

  	
   

  
	
  Phone:   808/835-3628

  	
   

  	
   

  
	
  Fax:       808/838-6731

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Employee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Peter R. Ingram

  	
   

  	
   

  
	
  916 Dove Creek Trail

  	
   

  	
   

  
	
  Southlake, Texas  76092

  	
   

  	
   

  
	
  Phone:   817/442-8894

  	
   

  	
   

  



 


At Employee’s address set forth on the payroll records of Company.


 


or to such other address which the party receiving the notice has
notified the party giving the


 


9

















 


notice in the manner aforesaid.


 


11.                                 ARBITRATION
CLAUSE/ATTORNEY’S FEES. Any controversy or claim arising out of or relating
to this Agreement (other than a breach of Provision 9.a.) shall be settled by
expedited arbitration administered by Dispute Prevention and Resolution, Inc.
(“DPR”) in Honolulu, Hawaii under its rules applicable to the arbitration
of employment disputes, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. In
the event judicial, quasi-judicial or arbitral determination is necessary to
resolve any dispute arising as to the parties’ rights and obligations
hereunder, the parties agree that the losing party shall pay the costs and fees
of the prevailing party. Should there be a disagreement between the parties as
to who is the losing party and who is the prevailing party, the judicial,
quasi-judicial or arbitral body shall have the jurisdiction to determine that
status.


 


12.                                 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 Employee by Company from, and
after the Effective Date.


 


13.                                 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 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 Company hereunder.


 


14.                                 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.


 


15.                                 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.


 


16.                                 WAIVER;
MODIFICATION. Company’s 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.


 


17.                                 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


 


10

















 


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.


 


18.                                 INDEMNIFICATION.
Company shall indemnify and hold Employee harmless to the maximum extent
permitted by Section 415-5 of the Hawaii Business Corporation Act, and the
Restated Articles of Incorporation and Amended Bylaws of Hawaiian Airlines, Inc.
Company will maintain a directors and officers liability insurance policy
during the term of this Agreement, which policy shall name Employee as an
insured.


 


19.                                 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.


 


20.                                 FACSIMILE
SIGNATURES. This Agreement may be executed by the parties by
facsimile, and facsimile signatures shall be binding.


 


IN WITNESS WHEREOF, Company has caused this Agreement to be executed by
its duly authorized officers, and Employee has hereunto signed this Agreement,
as of the date first above written.


 


	
  HAWAIIAN AIRLINES, INC.:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mark B. Dunkerley

  	
   

  	
  /s/ Peter R. Ingram

  	
   

  
	
  Mark B. Dunkerley

  	
  Peter R. Ingram

  
	
  President and Chief Executive Officer

  	
   

  
				



 


11