Exhibit 10.11

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PERSONNEL POLICY &

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROCEDURE MANUAL

  	
   

  	
  Ref:

  	
   

  	
  III-8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subject:  Annual
  Management Bonus Plan

  	
   

  	
  Date:

  	
   

  	
  04/25/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POLICY

  	
   

  	
  PINNACLE AIRLINES, INC

  (formerly known as Express Airlines I, Inc.)

  	
   

  	
  Page:

  	
   

  	
  1 of 4

  



 


PURPOSE                                                                                      It
is the policy of Pinnacle Airlines to reward eligible members of the management
team for meeting Personal, Corporate and Operational Unit performance
objectives.  The plan sets forth uniform
bonus calculation procedures along with specific objectives for the person, the
operating unit and overall objectives for the company.


 


The policy and procedure describes the eligibility
requirements, personal, unit and company performance planning and evaluation
process, and the payment and administration of the bonus award.


 


SCOPE                                                                                                      This
policy applies to all full time officers and directors of Pinnacle Airlines
that are active employees on the date of distribution.


 


GUIDELINES                                                                       GENERAL
PROVISIONS


 


Bonus Eligibility Maximum
eligibility for bonus shall be determined by position as follows:


 


	
  Position

  	
   

  	
  Level  IA

  	
   

  	
  Level  I

  	
   

  	
  Level  II

  	
   

  	
  Level  III

  	
   

  
	
  Maximum bonus as
  a % of base salary

  	
   

  	
  40

  	
  %

  	
  30

  	
  %

  	
  20

  	
  %

  	
  10

  	
  %

  



 


The President and CEO will comprise Level IA.  The group of Level I officers will initially
include the CFO, the VP of Flight Operations, and the VP of Maintenance.  The Level II officers will include the VP of
Safety, the VP of Customer Service, the VP of Marketing and the VP of Human
Resources.  Level II Directors eligible
for bonus include the Director of Maintenance, the Director of Technical
Services and Director of Materials. 
Level III Directors include all other persons at the Director
Level.  Persons participating in the
Annual Management Bonus Plan may not participate in the City Team Bonus
Program.


 


Bonus Payment Process


 


Bonuses will be paid based on the achievement of
specific personal, unit and company performance goals.  Operating Unit Bonus Objectives will be
established at the beginning of each quarter. 
Personal Performance Objectives will be established at the start of
every calendar year, and approved by two levels of management.  These objectives should be recorded on your
performance appraisal document following the employee’s annual goal setting
meeting with their manager.


 


All bonus payments will be made soon as practical
after the financial statements for the relevant period are prepared, audited
(annual only), and the Board of Directors has approved the bonus awards.


 

















 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PERSONNEL POLICY &

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROCEDURE MANUAL

  	
   

  	
  Ref:

  	
   

  	
  III-8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subject:  Annual
  Management Bonus Plan

  	
   

  	
  Date:

  	
   

  	
  04/25/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POLICY

  	
   

  	
  PINNACLE AIRLINES, INC.

  	
   

  	
  Page:

  	
   

  	
  2 of 4

  



 


Bonus Payout Percentage


 


The percentage of the total bonus attributable to
company performance, unit performance and personal performance shall be
allocated according to the following schedule:


 


Percentage of Total


Bonus


 


	
  Position

  	
   

  	
  Level IA
  &

  Level l

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  
	
  Criteria Company
  Performance

  	
   

  	
  70

  	
  %

  	
  40

  	
  %

  	
  30

  	
  %

  
	
  Organizational
  Unit

  	
   

  	
  0

  	
  %

  	
  30

  	
  %

  	
  40

  	
  %

  
	
  Personal
  Performance

  	
   

  	
  30

  	
  %

  	
  30

  	
  %

  	
  30

  	
  %

  
	
  Total

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  



 


 


2

















 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PERSONNEL POLICY &

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROCEDURE MANUAL

  	
   

  	
  Ref:

  	
   

  	
  III-8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subject:  Annual
  Management Bonus Plan

  	
   

  	
  Date:

  	
   

  	
  04/25/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POLICY

  	
   

  	
  PINNACLE AIRLINES, INC.

  	
   

  	
  Page:

  	
   

  	
  3 of 4

  



 


Company Bonus Performance Payout Schedule


 


The component of the management bonus attributable to
company performance shall be payable according to the following schedule.


 


Company Performance to Plan


 


 


	
   

  	
  % of Pretax Profit 

  
	
   

  	
  Achieved

  
	
   

  	
   

  	
  <80%

  	
   

  	
  80%

  	
   

  	
  85%

  	
   

  	
  90%

  	
   

  	
  95%

  	
   

  	
  100%

  	
   

  	
  >120%

  	
   

  
	
  % of Profit
  Bonus Awarded

  	
   

  	
  0

  	
  %

  	
  60

  	
  %

  	
  70

  	
  %

  	
  80

  	
  %

  	
  90

  	
  %

  	
  100

  	
  %

  	
  110

  	
  %

  
																	



 


Proration of Management Bonus/Employee Transfers


 


Eligible employees who are promoted within an
operating unit during the year will receive a pro-rata bonus award based upon
individual goal achievement and positions held.


 


In the event of promotion and/or transfers between
operating units, pro-rata bonus awards for eligible participants are calculated
based on the individual goal achievement and the performance of each operating
unit.


 


Approval and Payment of Annual Bonus Plan Award


 


The Compensation Committee shall have responsibility
for administration of the Annual Management Bonus Plan.  It shall make recommendation to the Board of
Directors for payment of annual bonuses. 
The Compensation Committee shall be composed of the President and Chief
Executive Officer, the Vice President and Chief Financial Officer and the Vice
President of Human Resources.


 


The Compensation Committee shall review all
recommendations for award of quarterly and yearly bonus payments.  The Compensation Committee shall submit its
recommendations to the Board of Directors for final approval of bonus payment.


 


3

















 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PERSONNEL POLICY &

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROCEDURE MANUAL

  	
   

  	
  Ref:

  	
   

  	
  III-8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subject:  Annual
  Management Bonus Plan

  	
   

  	
  Date:

  	
   

  	
  04/25/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POLICY

  	
   

  	
  PINNACLE AIRLINES, INC.

  	
   

  	
  Page:

  	
   

  	
  4 of 4

  



 


Discretionary Nature of Annual Bonus Plan


 


The Annual Management Bonus Plan is completely
discretionary.  No legal rights or
obligations are created by the Plan. 
Accordingly, the Company may terminate the Plan or amend its provisions
at any time, and no interest is created that can be assigned, encumbered, or
transferred by an employee.  No rights
in any specific funds or assets will exist by reason of the plan.


 


The Compensation Committee administers the Plan and
has full power to adopt and enforce administrative rules and procedures, and
has the power to make administrative interpretations.  The Compensation Committee with approval of the Board of
Directors has the full power to decide substantive issues, to make adjustments
to the Plan and to terminate the Plan. 
Neither the members of the Compensation Committee, the Board of
Directors, or any other person involved in administering the Plan or making
decisions concerning bonuses will have any personal liability to any employee
for any decision made in carrying out duties as outlined in the Plan.


 


Miscellaneous Administrative Matters


 


The Compensation Committee with the approval of the
Board of Directors may approve a discretionary pro-rata bonus if active
employment was terminated during the Plan year by death, disability, or
retirement.


 


Employees who have been on Leave of Absence are
eligible to participate if their unit qualifies and they meet personal
performance criteria.  Employees who are
eligible to receive payment of a bonus award, but did not receive that award
due to being out on Leave of Absence at the time of bonus payout, will receive
payout of their bonus only after they worked for a period of time equal to the
number of days of their leave of absence, but in no instance shall the delay in
payout of their bonus award exceed sixty (60) days following their return to
work.  The eligible earnings used in
bonus calculations includes base salary only. 
It specifically excludes commissions, and any other incentive pay.


 


No provision in this plan may be construed to amend
the at-will nature of employment with company, nor confer upon any employee a
continued right of employment or employment for a specified term.


 


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