Exhibit
10.11


 


SEVERANCE
AGREEMENT


 


J. George Mikelsons (‘Mikelsons”) and ATA Holdings
Corp. (“ATA Holdings”), together with ATA Holdings’ subsidiaries ATA Airlines, Inc.
(“ATA Airlines”), Ambassadair Travel Club, Inc., ATA Leisure Corp., Amber
Travel, Inc., American Trans Air Execujet, Inc., ATA Cargo, Inc., and C8 Airlines, Inc.
(collectively, ATA Airlines and the other subsidiaries of ATA Holdings
identified above shall be referred to as the “ATA Subsidiaries” and ATA
Holdings and the ATA Subsidiaries collectively shall be referred to as the “ATA
Group”), hereby execute this Severance Agreement (“Agreement”) as of the 31st
of August, 2005 and agree as follows:


 


1.           Employment History, Retirement and Termination. Mikelsons has been employed by ATA Holdings or
ATA Airlines or their predecessor entities and their affiliated entities
respectively since 1973. Mikelsons wishes to retire. This Agreement provides
for (i) the termination of Mikelsons’s
employment as President and Chief Executive Officer of ATA Holdings, (ii) Mikelsons’
resignation as an officer and/or as the sole member of the Board of Directors
of each member of the ATA Subsidiaries, respectively, and (iii) the
retirement and resignation of Mikelsons from the position of Chairman of the
Board of ATA Holdings. Mikelsons hereby retires from and resigns, effective as
of 5:00p.m., Indianapolis time, on August 31, 2005 (the “Severance Date”),
as (i) the President and Chief
Executive Officer of ATA Holdings and (ii) an officer and/or member of the
Board of Directors of each member of the ATA Subsidiaries, with
Mikelsons being relieved of all employment duties and performance obligations
effective as of the Severance Date. After the Severance Date, Mikelsons shall
continue to serve as non-executive Chairman of the Board of ATA Holdings until
the earlier of the “Effective Date” (as defined therein) of a confirmed plan of
reorganization of the ATA Group or December 31, 2005 (“Chair Retirement Date”), and in such capacity
as non-executive Chairman of the Board, Mikelsons shall not be an
employee of ATA Holdings. During the period that Mikelsons is serving as non-executive Chairman of the
Board, he shall be entitled to and receive the same rights and
privileges as all other members of the Board of Directors of ATA Holdings,
including, but not limited to, and to the extent such exist, directors fees and
indemnification and coverage under the directors and officers liability
insurance policies of each member of the ATA Group, provided that any such
directors fees may be no more than any other director receives in the same
period and in no event exceed the aggregate of $10,000. On the Chair Retirement
Date, Mikelsons shall retire from his position as Chairman of the Board of ATA
Holdings and resign from such Board.


 


2.           Authority. ATA Holdings and each member of the ATA
Subsidiaries, respectively, is the subject of a case under chapter 11 of the
United States Bankruptcy Code pending in the United States Bankruptcy Court,
Southern District of Indiana, Indianapolis Division (the “Bankruptcy Court”),
jointly administered under case number 04-19866. The parties agree and
acknowledge that this Agreement is being entered into pursuant to an Order of
the Bankruptcy Court dated August 25, 2005, approving generally the terms
of this


 

















 


Agreement (the “Order”) and (ii) the
counsel for the Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of the ATA Group, shall have the right to review the terms
hereof to confirm that such terms are consistent with the Order.


 


3.           Voluntary Agreement.   Mikelsons, ATA Holdings and each of the ATA Subsidiaries, respectively, desire to resolve any and all
claims and disputes or issues which have arisen or could arise
concerning Mikelsons’s employment with or service for the ATA Group and the
termination of that employment and service. To accomplish such a resolution,
they have voluntarily entered into this Agreement. Each member of the ATA
Group, respectively, expressly agrees and acknowledges that its obligations,
including, without limitation, the
obligations to pay the Severance Benefit and the Non-Compete Payments, as each
is defined herein, shall in no way depend on the continued existence, operation
or solvency of any other member of the ATA Group.


 


4.           Salary
and Vacation Benefits.  
The
ATA Group will pay Mikelsons any and all salary payments and any earned, but unused, vacation benefits (“Vacation
Payment”) to which Mikelsons is entitled up
to and including the Severance Date, less all customary payroll withholdings,
including deductions for federal, state and local taxes. The Vacation Payment, if any, will be paid to Mikelsons on the
first regular payroll date following the Severance Date.


 


5.           Confirmation of Receipt of
Salary and Benefits.   Mikelsons has received or will receive all wages, salary payments and earned,
but unused, vacation benefits and bonuses which were or are due and
payable to Mikelsons by any member of the ATA Group on or prior to the Severance Date or the first pay date
after the Severance Date.   Except for
the salary payments and Vacation Payment provided for in Section 4
of this Agreement and the additional compensation and considerations provided
for in Section 6 of this Agreement, Mikelsons shall not be entitled to
payment by any member of the ATA Group of any additional amounts for wages,
salary, vacation benefits or bonuses.


 


6.           Additional Considerations.   In consideration of Mikelsons’ service to the ATA Group and execution
of and compliance with the terms of this Agreement, and in full payment of any remaining obligations of the ATA Group to
Mikelsons (other than as set forth in or contemplated by this Agreement,
the Non-Compete Agreement (as hereinafter defined) and the respective Articles
of Incorporation and by-laws of each member of the ATA Group), the ATA Group
agrees to provide to Mikelsons, and Mikelsons agrees to accept, the following
additional payments and benefits:


 


a.     As of the Severance Date, the ATA Group shall pay to Mikelsons
severance pay (the “Severance Benefit”) in the aggregate gross sum of $650,000,
less the amount of applicable federal and state withholding and employment
taxes, payable on fixed bi-weekly terms over a period of one year beginning two
weeks following the Severance Date (the “Severance Period”). The Severance Benefit
shall be deemed fully earned on the Severance Date and shall not be affected in
the event of Mikelsons’ death prior to the end of the Severance Period and
shall continue to be paid to Mikelsons’ designees


 


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(however such designees may be designated, whether by will, trust or
testamentary or other instrument) in accordance with the above payment schedule
until paid in full.


 


b.    Concurrent with the execution of this Agreement, Mikelsons shall execute
an appropriate confidentiality and non-competition agreement (“Non-Compete
Agreement”) for a two-year period to commence at the end of the Severance
Period (the “Non- Compete Term”). As consideration to Mikelsons for the
Non-Compete Agreement, ATA Holdings, ATA Airlines and each other member of the
ATA Group shall pay to Mikelsons the annual aggregate gross sum of $200,000,
payable quarterly (collectively, the “Non-Compete Payments”) for each year of
the Non-Compete Term. The Non- Compete Payments shall be paid to Mikelsons, in
accordance with and subject to the terms of the Non-Compete Agreement,
beginning September 1, 2006 and on each December 1, March 1, June 1
and September 1 thereafter until paid in full. All Non-Compete Payments
shall be paid as a credit against the JGM Obligations (as defined in Section 12
hereof). The Non-Compete Payments shall be deemed fully earned in the event of
Mikelsons’ death during the Non-Compete Term, with any remaining Non-Compete
Payments owed to Mikelsons to be aggregated and applied to the JGM Obligations
(as hereinafter defined).


 


c.     Mikelsons and his spouse, Muriel Mikelsons (“Mrs. Mikelsons”)
shall receive lifetime positive space travel on each airline operated by any
member of the ATA Group and successors thereto. No member of the ATA Group
shall have any liability to reimburse Mikelsons for income or other taxes
arising from, or payable by, Mikelsons or Mrs. Mikelsons by reason of this
benefit or its utilization. Mikelsons agrees that he will not resell or permit
to be resold by Mrs. Mikelsons any flight passes or tickets issued pursuant
to this benefit.


 


d.    From and after the Severance Date, upon their respective requests,
Mikelsons and Mrs. Mikelsons may receive a distribution of their vested
401(k) plan benefits, respectively, subject to the terms of such plan.


 


e.     After the Severance Date and pursuant to its terms, Mikelsons at his
expense may convert the MetLife group term life insurance policy provided by
one or more members of the ATA Group into a personal policy;


 


f.      After the Severance Date, the ATA Group agrees to continue to include Mikelsons
and Mrs. Mikelsons among the individuals covered in any health insurance plans
offered by the ATA Group at their requests respectively, provided that (i) the
inclusion of Mikelsons and Mrs. Mikelsons, respectively, is permissible
under such plans; (ii) Mikelsons and Mrs. Mikelsons, respectively,
reimburse the ATA Group no less frequently than monthly for the employee cost
of such coverage; (iii) to the extent that Mikelsons may be covered, such
inclusion on the ATA Group’s health insurance plans shall not extend after the
third anniversary of the Severance Date; and (iv) to the extent Mrs. Mikelsons
may be covered, such inclusion in the ATA Group’s health insurance plans shall
not extend beyond Mrs. Mikelsons’ 65th birthday. If and to the extent that
it is or becomes impermissible to include Mikelsons or Mrs. Mikelsons
among individuals


 


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covered by the ATA Group’s health insurance plan, the ATA Group shall
not be deemed in default of this undertaking and shall not have any obligation
to pay all or any the costs of Mikelsons’ or Mrs. Mikelsons’ alternative
coverages.


 


g.    After the Severance Date, all as more fully set forth in a separate
lease agreement, Mikelsons shall be permitted continued use through December 31,
2007 of the 2005 Jeep Grand Cherokee owned by ATA Airlines, and shall have no
obligation to reimburse ATA Airlines for such use. Mikelsons shall be solely
responsible for all costs of insurance, licensing, taxes, gas, maintenance,
repairs and any other miscellaneous expenses typically associated with the
ownership or operation of a vehicle.


 


7.           Confidential and Proprietary Information.  Mikelsons
recognizes Mikelsons’s continuing responsibilities to each member of the ATA
Group with respect to confidential and proprietary information and material.
Mikelsons therefore covenants and agrees that:


 


a.      prior to the Severance Date, Mikelsons has not disclosed, outside the
ordinary course of business to others not employed by, or a director or agent
of, a member of the ATA Group, any proprietary, confidential or
competitively-sensitive information and materials which are the property of or
relate to the ATA Group or the business of any member of the ATA Group,
including, without limitation, (i) all information and materials, whether or
not reduced to writing or other tangible medium of expression, created by,
provided to or otherwise disclosed to Mikelsons in connection with Mikelsons’
employment with any member of the ATA Group or continued interim service as the
non-executive Chairman of the Board of ATA Holdings Corp. (excepting only
information and materials already known by the general public); (ii) trade
secrets, (iii) the names and addresses of any member of the ATA Group’s
past, present or prospective customers or business contacts, and all
information relating to such customers or business contacts, regardless of
whether such information was supplied or produced by any member of the ATA
Group or such customers or business contacts; (iv) the terms of employment
between any member of the ATA Group and its employees; (v) proprietary
information regarding or with respect to any member of the ATA Group’s
services, products, prices, pricing methods, fees, costs, processes, training
materials, financing sources, marketing plans or techniques, business plans,
operational strategies and tactical plans; and (vi) the financial
condition and operating results of any member of the ATA Group (all such trade
secrets and confidential and/or proprietary information of ATA Holdings or any
other member of the ATA Group shall be hereinafter referred to collectively as
the “Confidential Information”);


 


b.     subsequent to the Severance Date, Mikelsons will not, without prior
written consent from ATA Holdings, use or
disclose to anyone any of the Confidential Information;


 


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c.      Mikelsons has returned, or will return, prior to September 30,
2005, to ATA Holdings all originals and all copies (including all computer or
other electronically-stored data) of all materials of any kind whatsoever
constituting or containing any of the Confidential Information which are or
were in Mikelsons’ possession or custody or under Mikelsons’ control during
Mikelsons’ employment and up to and including the Severance Date; that
Mikelsons has not given any such materials, either directly or indirectly, to
others not in the employ or a director or agent of a member of the ATA Group
without prior written consent of a member of the ATA Group; and that in the
future Mikelsons will not obtain or give
any such materials, either directly or indirectly, to others not in the employ
or a director or agent of a member of the ATA Group without ATA Holdings prior
written consent; and


 


d.     in conjunction with maintaining strict confidentiality as set forth
herein, in the event that Mikelsons is requested by oral or written order,
inquiry or request for information or documents in legal proceedings,
government investigations, interrogatories, subpoenas or any other similar
process to disclose any Confidential Information, he agrees that he will
provide notice of any such order, inquiry or request to ATA Holdings so that it
may seek an appropriate protective order, or by mutual written agreement waive
compliance with the provisions of this Agreement. Finally, Mikelsons shall not
make or publish disparaging statements concerning ATA Holdings or any other
member of the ATA Group, their respective products or services, or current or
former officers, directors, attorneys, agents or employees.


 


8.           Company Property. Mikelsons represents and covenants that
Mikelsons has returned, or will return
prior to September 30, 2005, all other property of any member of the ATA Group,
including but not limited to keys, credit cards, files, personal computers, documents and any other such property of any
member of the ATA Group in Mikelsons’s possession or custody at
Mikelsons’s office, personal residence, or elsewhere, with the exception of the
vehicle contemplated by Section 6(g) hereof and such property or
materials Mikelsons reasonably desires to retain in service as the
non-executive Chairman of the Board of ATA Holdings up to and through the Chair
Retirement Date, which property Mikelsons will return to ATA Holdings by not
later than the Chair Retirement Date. No later than September 30, 2005,
Mikelsons shall remove from the ATA Group’s offices or facilities Mikelsons’
personal assets, furniture and any other personal property located at such
offices or facilities


 


9.           Cooperation. If it is necessary for any member of the ATA
Group to call upon Mikelsons to provide evidence in any judicial,
administrative or other proceedings occurring during the Severance Period,
Mikelsons agrees to cooperate in making himself available for such proceedings,
and the ATA Group agrees to reimburse Mikelsons’ reasonable out-of-pocket
expenses for such matters. If it is necessary for any member of the ATA Group
to call upon Mikelsons to provide evidence in any judicial, administrative or
other proceedings occurring subsequent to the Severance Period, Mikelsons
agrees to cooperate in making himself reasonably available for such


 


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proceedings, and the ATA Group agrees to pay
Mikelsons reasonable compensation for his time (at a rate to be mutually agreed
upon by the ATA Group and Mikelsons at such time) and to reimburse Mikelsons’
reasonable out-of-pocket expenses for such matters.


 


10.         Mutual
Release.


 


a.     Mikelsons hereby covenants not to sue, releases and forever discharges
ATA Holdings, ATA Airlines and each other member of the ATA Group, and the
officers, directors, employees, agents, successors and assigns of each member
of the ATA Group from any and all claims, liabilities, demands, actions and
causes of action of every nature, kind and character, known and unknown, which
have or may have arisen or accrued to Mikelsons by reason of Mikelsons’
employment by or service for ATA Holdings or any other member of the ATA Group,
including, without limitation, any and all claims that the retirement and
termination of Mikelsons’ employment and/or resignation of Mikelsons’ board
directorships resulted from a violation or breach of any federal, state, or
local statute, regulation, ordinance, or common law, or any contract, any
charges or claims regarding possible discrimination (based on age, race,
national origin, ethnic background, sex, disability, religion), wrongful
termination, or express or implied contract, any and all claims for salary,
vacation pay, fringe benefits, bonuses, severance pay, profit sharing benefits,
costs and attorneys’ fees and any and all claims for other compensation,
benefits, damages or fees, whether or not any of such claims have been or could
have been asserted by Mikelsons at any time
up to and including the Chair Retirement Date, excepting only: (1) any
claims, liabilities, demands, actions and causes of action which may arise
under this Agreement or the Non-Compete Agreement as the result of the failure
of any member of the ATA Group to perform under, or any breach of, this
Agreement or the Non-Compete Agreement; (2) any claims for indemnification
which may arise under the Articles of Incorporation or by-laws of any member of
the ATA Group; (3) any outstanding and properly documented expense reports
that have not been reimbursed as of the Severance Date, or with respect to
outstanding and properly documented expense reports in connection with
Mikelsons’ continuing service as non-executive Chairman of the Board of ATA
Holdings, reimbursed as of the Chair Retirement Date; (4) any benefits
claims (not including any bonus or bonus claims) outstanding on the Severance
Date that have not been reimbursed (consistent with the provisions of the
applicable benefits plans); and (5) all other amounts to which Mikelsons
is entitled under any retirement savings plan administered by any member of the
ATA Group. Mikelsons agrees to indemnify and hold harmless each member of the
ATA Group, and the officers, directors, employees, agents, successors and
assigns of each member of the ATA Group, from and against any and all claims,
demands, damages, liabilities, obligations, costs, expenses, attorneys fees’,
actions, causes of action and/or claims for relief arising from any demand,
claim or action released herein or in connection with any lawsuit, action or
other proceeding initiated or prosecuted contrary to the provisions of this
Agreement.


 


Further, with particularity
with respect to any claim based on alleged age discrimination: (i) Mikelsons acknowledges that the ATA Group has
advised him that his


 


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employment with the ATA Group was covered by the Age
Discrimination in Employment Act of 1967
(29 U.S.C. § 621 et.  seq.), as amended (commonly referred to as
the “ADEA”); (ii) Mikelsons acknowledges that the ATA Group has advised
him by this writing to consult with an attorney prior to signing this Agreement
and that he has done so; (iii) Mikelsons acknowledges in exchange for this
waiver he is receiving consideration beyond what he would otherwise be entitled
to under any contract or employee benefit plan; (iv) Mikelsons
acknowledges that the ATA Group has advised him that under the ADEA he has up
to twenty-one (21) days to consider and accept this Agreement by signing and
returning this Agreement to the ATA Group; and (v) Mikelsons acknowledges that the ATA Group has advised him that for a
period of seven (7) days following Mikelsons’ signing of this
Agreement, Mikelsons’ may revoke this Agreement by written notice to the ATA
Group. This Agreement will not become binding and enforceable until the 7-day
revocation period has expired.


 


b.     Each member of the ATA Group, respectively, hereby covenants not to
sue, releases and forever discharges Mikelsons and his heirs, successors and
assigns from any and all claims, liabilities, demands, actions and causes of
action of every nature, kind and character, known and unknown, costs and
attorneys’ fees, which have or may have arisen or accrued to any member of the
ATA Group in connection with any act or omission relating to Mikelsons’
employment by or service for any member of the ATA Group, including, without limitation, his services as a
fiduciary in connection with any employee benefit plan, and Mikelsons’
service as a member of the board of directors of any member of the ATA Group,
whether or not any of such claims have been or could have been asserted by any
or each member of the ATA Group at any time up to and including the Chair
Retirement Date, excepting only (1) any claims, liabilities, demands,
actions and causes of action which may arise as the result of the failure of
Mikelsons to perform under, or any breach of, this Agreement or the Non-Compete
Agreement and (2) the JGM Obligations. Each member of the ATA Group,
respectively, agrees to indemnify and hold harmless Mikelsons and his heirs,
successors and assigns, from and against any and
all claims, demands, damages, liabilities, obligations, costs, expenses,
attorneys fees’, actions, causes of action and/or claims for relief arising
from any demand, claim or action released herein or in connection with
any lawsuit, action or other proceeding initiated or prosecuted contrary to the
provisions of this Agreement.


 


c.      Mikelsons hereby represents and covenants that he (i) has not, on
or prior to the date of this Agreement, transferred or assigned any claim,
demand, action or cause of action against any member of the ATA Group that he
has released and discharged under Section 10(a) hereof and (ii) will
not, subsequent to the date of this Agreement, transfer or assign any claim,
demand, action or cause of action against any member of the ATA Group that he
has released and discharged under Section 10(a) hereof. Each member
of the ATA Group, respectively, hereby represents and covenants that none of
them (i) has, on or prior to the date of this Agreement, transferred or
assigned any claim, demand, action or cause of action against Mikelsons that it
has released and discharged under Section 10(b) hereof and (ii) will,
subsequent to the date of this Agreement, transfer or assign any claim, demand, action or cause of action against Mikelsons
that it has released and discharged under Section 10(b) hereof.


 


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11.         Continuing
Indemnification.


 


a.      Each member of the ATA Group shall indemnify and reimburse Mikelsons against
all Liability and Expense that may be incurred for all acts or omissions of Mikelsons in his capacity as an officer, director
or employee of each member of the ATA Group up to and through the Chair
Retirement Date for, in connection with, or resulting from any Claim to the
fullest extent authorized or permitted by law, as the same exists or may hereafter be amended (but in the case of any
such amendment, only to the extent that such amendment permits the ATA
Group to provide broader indemnification rights than such law permitted the ATA
Group to provide prior to such amendment), or otherwise consistent with the
public policy of the State of Indiana. In furtherance of the foregoing, and not
by way of limitation, Mikelsons shall be indemnified and reimbursed by each member
of the ATA Group against all Liability and reasonable Expense that may be incurred
by him in connection with or resulting from any Claim, (1) if Mikelsons is
Wholly Successful with respect to the Claim, or (2) if not Wholly
Successful, then if Mikelsons is determined
to have acted in good faith, in what he reasonably believed to be the
best interests of the ATA Group or at least not opposed to its best interests
and, in addition, with respect to any
criminal claim is determined to have had reasonable cause to believe that his
conduct was lawful or had no reasonable cause to believe that his conduct was
unlawful. The termination of any Claim, by judgment, order, settlement (whether
with or without court approval), or conviction or upon a plea of guilty or of
nolo contendere, or its equivalent, shall not create a presumption that
Mikelsons did not meet the standards of conduct set forth in clause (2) of
this subsection (a).


 


b.     The term “Claim” as used in this Section 11 shall include every
pending, threatened, or completed claim, action, suit, or proceeding (including
but not limited to arbitration, mediation or other form of alternative dispute
resolution) and all appeals thereof
(whether asserted or unasserted on the date of this Agreement, or brought by or
in the right of any member of the ATA Group or otherwise), civil,
criminal, administrative, or investigative, formal or informal, in which Mikelsons may
become involved, as a party or otherwise: (1) by reason of his
having been an officer, director employee, trustee or agent of any member of
the ATA Group prior to the Chair Retirement Date, or (2) by reason of any
action taken or not taken by him in his capacity as an officer, director, employee,
fiduciary or agent of or for any member of the ATA Group prior to the Chair Retirement
Date or arising out of his status as such.


 


c.      The terms “Liability” and “Expense” as used in this Section 11
shall include, but shall not be limited to,
counsel fees, expert and investigation costs and disbursements and amounts
of judgments, fines, or penalties against (including excise taxes assessed with
respect to an employee benefit plan), and amounts paid in settlement by or on
behalf of Mikelsons.


 


d.     The term “Wholly Successful” as used in this Section 11 shall mean
(1) termination of any Claim, whether on the merits or otherwise,
against Mikelsons in


 


8

















 


question without any finding of liability or
guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration
of a reasonable period of time after the making or threatened making of any
Claim without the institution of the same, without any payment or promise made
to induce a settlement.


 


e.      The rights of indemnification and reimbursement provided under this Section 11
are not exclusive and shall be in addition
to any rights to which Mikelsons may otherwise be entitled by contract,
vote of directors not a party to the Claim, vote of shareholders, the Articles
of Incorporation or by-laws of any member of the ATA Group or as a matter of law.
In the event of any conflict in any indemnification or reimbursement provided
to Mikelsons by contract, director or shareholder vote, the Articles of
Incorporation or by-laws of any member of the ATA Group, as a matter of law or
this Agreement, Mikelsons shall be entitled to the broadest indemnification and
reimbursement provided by any of the foregoing.


 


f.      All
obligations of each member of the ATA Group under this Section 11 shall survive
the Severance Date and the termination of Mickelsons’ service in any capacity
covered by this Section 11.


 


12.         Affirmation of Indebtedness. Mikelsons acknowledges and affirms that (i) he
is indebted to one or more members of the ATA Group as affirmed in that certain
letter agreement, dated as of October 26, 2004 (the “JGM Debt Agreement”),
in the initial principal amount of Six Hundred Fifty-three Thousand Two Hundred
Twenty-five Dollars and Nine Cents($653,225.09) (the “JGM Obligations”), and (ii) nothing
herein shall alter the repayment terms or obligations of Mikelsons with respect
to the JGM Obligations, except as contemplated by the payment of the
Non-Compete Payments as credits to be applied to the JGM Obligations. The ATA
Group represents and agrees that all
payments under the JGM Debt Agreement have been made as agreed prior to the
date of this Agreement and that, as of July 31, 2005, the
outstanding principal balance of the JGM Obligations is $612,285.


 


13.         Directors
and Officers Liability Insurance. Each member of the ATA Group and its
successors and assigns shall continue to extend to and cover Mikelsons under
and within its directors and officers
liability insurance policies, respectively, for so long and on the same
terms as such policies are maintained for current directors and officers, for
all acts and omissions up to and through the Chair Retirement Date of Mikelsons
in his capacity as a director or officer of
such member of the ATA Group, consistent with and to the fullest extent
authorized or permitted by its Articles of Incorporation and by-laws.


 


14.         Severability. Should any provision of this Agreement be
declared or determined by any court of competent jurisdiction to be illegal,
invalid or unenforceable, the legality, validity and enforceability of the
remaining parts, terms or provisions shall not be affected thereby and said illegal, unenforceable or invalid part, term
or provision shall be deemed not to be a part of this Agreement. Should
any particular confidentiality


 


9

















 


covenant, provision or clause of this
Agreement be held unreasonable or contrary to public policy for any reason,
including, without limitation, the time period, geographic area and/or scope of activity covered by any
confidentiality covenant, provision or clause, Mikelsons and each member
of the ATA Group acknowledge and agree that such covenant, provision or clause
shall automatically be deemed modified such that the contested covenant,
provision or clause will have the closest effect permitted by applicable law to
the original form and shall be given effect and enforced as so modified to
whatever extent would be reasonable and/or enforceable under applicable law.


 


15.         Mikelsons Acknowledgment. Mikelsons
represents and acknowledges that in executing this Agreement, Mikelsons does
not rely and has not relied upon any representation or statement with regard to
the subject matter, basis or effect of this Agreement, other than those
specifically stated in this Agreement.


 


16.         Entire Agreement. Except for the Non-Compete and
Confidentiality Agreement provided for in Section 6.b.
hereof and the lease provided for in
Section 6.g. hereof, this Agreement sets forth the entire agreement
between the parties hereto, and fully supersedes
any and all prior agreements or understandings, written or oral, between the parties
hereto pertaining to the subject matter hereof. It may be modified only by the
agreement of the parties hereto memorialized in writing and executed by each of
them.


 


17.         Amendment; Waiver; Successors. This Agreement may
not be modified, amended or waived in any manner except by a written document
executed by the ATA Group and Mikelsons,
with the approval of the Bankruptcy Court to the extent required. The waiver by
either party of compliance with any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any other provision of
this Agreement (whether or not similar), or
a continuing waiver or a waiver of any subsequent breach by such party
of a provision of this Agreement. This Agreement and the covenants herein shall
extend to and inure to the benefit of and shall be binding upon the legal representatives, heirs, successors and assigns of
Mikelsons and the legal representatives, successors and assigns of the ATA
Group. Further, the parties agree that this Agreement shall be incorporated
into, and assumed as part of, any plan of reorganization confirmed in
any of the pending chapter 11 cases of the members of the ATA Group.


 


18.         Governing Law and Forum. Mikelsons
acknowledges and agrees that the State of Indiana has a substantial connection
with this Agreement. This Agreement shall therefore be governed by and
construed according to the internal laws of the State of Indiana, without
regard to conflict of law principles. The parties further agree that any
disputes arising under this Agreement and/or any action brought to enforce this
Agreement may be brought in a state court
of competent jurisdiction in Marion County, Indiana, or in the federal
court for the Southern District of Indiana, and the parties consent to personal
jurisdiction of such courts and waive any defense of forum non-conveniens.


 


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IN WITNESS WHEREOF,
Mikelsons and each member of the ATA Group have executed this Agreement on the date(s) indicated
below.


 


	
  ATA Holdings Corp

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  ATA Airlines, Inc.

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  Ambassadair Travel Club, Inc.

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  ATA
  Leisure Corp.

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  Amber Travel, Inc.

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  American Trans Air Execujet, Inc.

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  ATA Cargo, Inc.

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  C8 Airline, Inc.

  	
   

  
	
  By:

  	
  /s/ Brian T. Hunt

  	
  ,

  	
  General Counsel

  	
  (Title)

  
	
  Dated: August 31, 2005

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ J. George Mikelsons

  	
   

  
	
              J.
  George Mikelsons

  	
   

  
	
  Date: August 31, 2005

  	
   

  
								



 


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