exhibit10-28.htm


    Exhibit 10.28


    


    


    


    


    SECOND
AMENDED AND RESTATED

     

    MANAGEMENT
COMPENSATION AGREEMENT

     

    (Chief
Executive Officer)

     

    between

     

    PINNACLE
AIRLINES, INC.

     

    and

     

    PHILIP
H. TRENARY

     

    dated
as of

     

    December
12, 2008

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Second
Amended and Restated Management Compensation Agreement

     

    for the
Chief Executive Officer

     

    of

     

    Pinnacle
Airlines, Inc.

     

    This
Second Amended and Restated Management Compensation Agreement (the "Agreement")
is made, entered into, and effective as of December 12 2008, by and between
Pinnacle Airlines, Inc. a Delaware corporation ("Company") and Philip H. Trenary
("Executive").

     

    


    RECITALS

     

    Executive
is currently employed by Company pursuant to the terms of that certain
Management Compensation Agreement dated January 14, 2003, as amended and
restated as of August 11, 2005; and

     

    Company
and Executive wish to continue that employment relationship and to amend and
restate the terms and conditions of such employment and
compensation.

     

    NOW,
THEREFORE, in consideration of the mutual promises and agreements contained
herein, Company and Executive, intending to be legally bound, hereby agree as
follows.

     

    1.           Terms of
Employment.

     

    1.1           Employment.  Company
agrees to continue to employ Executive, and Executive agrees to continue to
serve Company, on the terms and conditions set forth herein.

     

    1.2           Position and
Duties.  During the term of Executive's employment hereunder,
Executive shall continue to serve as Chief Executive Officer of Company and
shall have such powers and
duties as on the Effective Date or such other powers and duties as may from time
to time be prescribed by the Board of Directors.  Executive shall
devote substantially all his working time and effort to the business and affairs
of Company and its affiliates.

     

    2.           Compensation.

     

    2.1           Base
Salary.  Executive's Base Salary shall be his base salary in
effect on the Effective Date, as modified thereafter by the
Board.  Executive's Base Salary shall be payable in accordance with
Company's payroll policies.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.2.           Incentive Compensation
Programs.  In addition to Base Salary, Executive shall continue
while employed hereunder to participate in Company's incentive compensation
programs (including any Bonus Plan and any successor programs) at levels in
effect on the Effective Date or such other levels established from time to time
by the Board (the "Incentive Compensation Programs"), whether such Incentive
Compensation is (i) made available in cash, securities, other property or rights
(ii) annual or long term, or (iii) generally available to employees or executive
employees of Company, or specifically available to Executive, except that Executive shall
participate only to the extent such Incentive Compensation Program is
specifically provided for in this Agreement or Attachment "A" hereto
(including any future amendments).

     

    2.3           Expenses.  During
the term of Executive's employment hereunder, Executive shall be entitled to
receive prompt reimbursements for all reasonable expenses incurred in performing
services hereunder, provided that
Executive properly accounts therefor in accordance with Company
policy.

     

    2.4           Benefit
Programs.  During the term of his employment, Company shall
provide Executive with the same benefits that it provides generally to its other
employees or specifically to its executive employees, including but not limited
to life, medical, and dental insurance, pension, vacation, bonus, profit-sharing
and savings plans and similar benefits, as such plans and benefits may be
adopted, modified or eliminated by Company from time to time.

     

    2.5           Indemnification and
Insurance.  Company shall indemnify Executive with respect to
matters relating to Executive's services as an officer and/or director of
Company or any of its Affiliates to the extent set forth in Company's Bylaws as
amended from time to time and in accordance with the terms of any other
indemnification which is generally applicable to executive officers of Company
or of its Affiliates that may be provided by Company or any such Affiliate from
time to time.  The foregoing indemnity is contractual and will survive
any adverse amendment to or repeal of the Bylaws.  Company shall also
cover Executive under any policy of officers' and (if Executive is a director at
the relevant time) directors' liability insurance provided that such coverage is
comparable to that provided currently or hereafter to any other executive
officer or (if Executive is a director at the relevant time) director of
Company.  The provisions of this Paragraph 2.5 shall survive
termination of Executive's employment, unless the termination is by Company for
Cause.

     

    3.           Termination of
Employment.

     

    3.1           Upon
Death.  Executive's employment hereunder shall terminate upon
his death.

     

    3.2           By
Company.  Company may terminate Executive's employment
hereunder at any time with or without Cause.

     

    3.3           By
Executive.  Executive may terminate his employment hereunder at
any time for any reason.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.4           Notice of Termination,
Payments.  Any termination of Executive's employment hereunder
(other than by death) shall be communicated by thirty (30) days' advance written
Notice of Termination by the terminating party to the other party to this
Agreement; provided that
no  Notice of Termination is required in advance if
the  Executive is terminated by Company for Cause.

     

    4.           Payments in the Event of
Termination of Employment.

     

    4.1           Payments in the Event of
Termination by Company for Cause or Voluntary Termination by
Executive.  If Executive's employment hereunder is terminated
by Company for Cause, as a result of death or Disability, or by Executive other
than for Good Reason, Company shall pay Executive (a) his accrued and unpaid
Base Salary through the Date of Termination and (b) any vested or accrued and
unpaid payments, rights or benefits Executive may be otherwise entitled to
receive pursuant to the terms of any retirement, pension or other employee
benefit or compensation plan (but not any Incentive Compensation Program) maintained
by Company at the time or times provided therein.

     

    4.2           Payments in the Event of
Termination by Company other than for Cause or by Executive for Good
Reason.  If Executive's employment hereunder is terminated by
Company other than for Cause, or by Executive for Good Reason, and Executive
experiences a Separation From Service:

     

    (a)
Company shall pay Executive (i) his accrued and unpaid Base Salary through the
Date of Termination, (ii) any accrued and unpaid bonus or additional
compensation under any annual bonus plan (the "Incentive Bonus") for any
calendar year ended before the Date of Termination, (iii) a pro rata share
(based on days employed during the applicable year) of any unpaid Incentive
Bonus Executive would otherwise have received with respect to the year in which
the Date of Termination occurs, payable at the time the Incentive Bonus would
otherwise be payable to Executive; provided, however, that 100%
of the Incentive Bonus shall be determined solely with reference to the actual
financial performance of Company for the full year (based on the goals
previously established with respect thereto) (rather than a portion of the
Incentive Bonus determined on the basis of individual performance), if there are
such financial goals previously established; provided, further, in
the event that no Company financial performance goals have been established for
such year, then that portion of the Incentive Bonus that would have (but for
this Section 4.2(a)) related to the achievement of the individual performance
target shall be deemed to have been fully achieved and shall determine 100% of
the Incentive Bonus potential, and (iv) any vested or accrued and unpaid
payments, rights or benefits Executive may be otherwise entitled to receive
pursuant to the terms of any written retirement, pension or other employee
benefit or compensation plan maintained by Company at the time or times provided
therein.

     

    (b)  In
addition to the compensation and benefits described in Section
4.2(a):

     

    
      	
               
      

            	
              (i)

            	
              In
      the event of Executive’s involuntary Separation From Service by Company
      action other than for Cause or Separation From Service by Executive for
      Good Reason, Company shall pay Executive, in substantially equal
      installments at Executive's regular pay intervals in effect prior to such
      Separation From Service, over a period of twenty-four (24) months
      beginning no later than the first regular Company payroll payment date
      (the "First Severance Payment Date") which occurs within thirty (30) days
      following the later of (x) Executive's Separation From Service and (y) the
      lapse of any right of Executive to revoke the general release he will have
      signed substantially (as determined by counsel to Company) in the form
      attached hereto as Attachment "B"
      (the "General Release", which General Release must be executed within
      twenty one (21) days following the Separation From Service for any such
      amount to be payable), an aggregate amount equal to two (2.0) (the
      "Multiple") times the sum of (i) Executive's annual Base Salary and (ii)
      the target Incentive Bonus for Executive with respect to the year in which
      the Separation From Service occurs (or if no target has been set for that
      year, the target Incentive Bonus for the most recent year in which a
      target Incentive Bonus was in
effect).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Until
      the earlier of the second anniversary of Executive's Separation From
      Service or the date Executive is employed by a new employer, the Executive,
      his dependents, beneficiaries and estate shall be entitled to all benefits
      under Company's group medical and dental insurance plans as if the  Executive
      were still employed by Company hereunder during such period, with benefits
      or premium payments, as applicable, to be paid with the same frequency and
      at the same time as applies for active employees of the
      Company.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              On
      the date of Separation From Service, Executive's rights under any
      compensation or benefits programs shall become vested and any restrictions
      on stock options or contractual rights granted to Executive shall be
      removed.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Notwithstanding
      any other provision of this Agreement to the contrary, in the case of any
      compensation which is subject to Code Section 409A, if the Executive is a
      Specified Employee at the time of a Separation From Service and the
      payment or provision of such compensation is made as a result of the
      Separation From Service, then no portion of such benefits or other such
      compensation shall be made before the date that is six (6) months after
      the date of the Separation from Service or, if earlier, the date of death
      of the Specified Employee.  Any compensation which would
      otherwise be paid within such six (6) month period after a Separation From
      Service shall be paid on the date which is six (6) months and one day
      after the Separation From Service, or the first business day
      thereafter.  The provisions and application of this paragraph
      will be construed and applied in a manner consistent with Code Section
      409A and Treasury Regulations of other guidance issued
      thereunder.

            


    

     

    (c)  Executive
shall not be required to mitigate the amount of any payment provided for in this
Section 4.2 by seeking other employment or otherwise, and no such payment shall
be offset or reduced as a result of Executive obtaining new
employment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)  Notwithstanding
anything else to the contrary in this Agreement, Company's obligation regarding
the payments, benefit continuation and acceleration provided for in Section
4.2(b)(i), (ii) and (iii) is expressly conditioned upon the execution, delivery
and non-revocation of the General Release.

     

    4.3           Payment in the Event of
Termination Upon Change in Control of Company.

     

    (a)  In addition to Company's
payment and benefits obligations to Executive upon events described in Section
4.2, if Executive
remains employed by Company for the six-month period following the Change in
Control, then, during
the thirty (30) days following that six-month period, Executive shall be
entitled to terminate his employment as a Separation From Service without Good Reason, and upon
any such Separation From Service Company shall be obligated to make the payments
and provide the benefits to Executive as set forth
in Section 4.2, except
that the aggregate amount payable pursuant to the Multiple shall be paid in a
lump sum on the First Severance Payment Date.

     

    (b)  Nothing
set forth in Section 4.3(a) is intended or shall be construed to limit
Executive's right to terminate his employment for Good Reason during the
aforementioned six month period or to limit Company's obligation to make the
payments or provide the benefits set forth in Section 4.2 upon events described
in Section 4.2.

     

    (c)  Executive
shall not be required to mitigate the amount of any payment provided for in this
Section 4.3 by seeking other employment or otherwise, and no such payment shall
be offset or reduced as a result of Executive obtaining new
employment.

     

    
      	
               
      

            	
              4.4.

            	
              Transfer of Insurance
      Policies Upon Termination.

            


    

     

    Upon
termination of Executive's employment in a Separation From Service by Company or
by Executive, then within seventy five (75) days after the Separation From
Service Company shall transfer to Executive the transferable ownership of any
Company owned insurance policy or policies on the life of
Executive.  Executive shall be solely responsible for the payment of
any premiums due after the Date of Termination.

     

    
      	
               
      

            	
              5.

            	
              Board/Committee
      Resignation.

            


    

     

    Executive's
termination of employment or Separation From Service for any reason, shall
constitute, as of the date of such termination and to the extent applicable, a
resignation as an officer of Company and a resignation from the Board (and any
committees thereof) and the Board of Directors (and any committees thereof) of
any of Company's affiliates and from the board of directors or similar governing
body of any corporation, limited liability company or other entity in which
Company or any affiliate holds an equity interest and with respect to which
board or similar governing body Executive serves as Company's or such
affiliate's designee or other representative.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              6.

            	
              Confidentiality,
      Non-Competition, Non-Solicitation,
    Non-disparagement.

            


    

     

    (a)  Confidentiality.  While
employed by Company and thereafter, Executive shall not disclose any
Confidential Information either directly or indirectly, to anyone (other than
appropriate Company employees and advisors), or use such information for his own
account, or for the account of any other person or entity, without the prior
written consent of Company or except as required by law. This confidentiality
covenant has no temporal or geographical restriction. For purposes of this
Agreement, "Confidential Information" shall mean all non-public information
respecting Company's business, including, but not limited to, its services,
pricing, scheduling, products, research and development, processes, customer
lists, marketing plans and strategies, and  financing plans, but
excluding information that is, or becomes, available to the public (unless such
availability occurs through an unauthorized act on the part of Executive). Upon
termination of this Agreement, Executive shall promptly supply to Company all
property and any other tangible product or document that has been produced by,
received by or otherwise submitted to Executive during or prior to his term of
employment, and shall not retain any copies thereof.

     

    (b)  Non-Competition.  Executive
acknowledges that his services are of special, unique and extraordinary value to
Company. Accordingly, the  Executive shall not at any time prior to
the first anniversary of the Date of Termination become an employee, consultant,
officer, partner or director of any air carrier which competes with Company (or
any of its affiliates).  Provided, however, Executive
shall not be bound by the preceding sentence if his employment hereunder has
been terminated in the circumstances described in Section 4.2(b) or 4.3(a)
unless he is being paid by the Company the amounts due him under one of those
Sections.

     

    (c)  Non-solicitation.  Executive
shall not, at any time prior to the first anniversary of the date of
termination, whether on Executive's own behalf or on behalf of or in conjunction
with any person, company, business entity or other organization whatsoever,
directly or indirectly, (x) solicit or encourage any
employee of Company or its affiliates to leave the employment of Company or its
affiliates or (y),
without permission of Company, knowingly hire a former employee of Company or
its affiliates.

     

    (d)  Non-disparagement.  While
employed by Company and at any time prior to the later of the first anniversary
of the Date of Termination or the cessation of any payments due Executive under
Section 4.2 or 4.3, Executive agrees not to make any untruthful or disparaging
statements, written or oral, about Company, its affiliates, their predecessors
or successors or any of their past and present officers, directors,
stockholders, partners, members, agents and employees or Company's business
practices, operations or personnel policies and practices to any of Company's
customers, clients, competitors, suppliers, investors, directors, consultants,
employees, former employees, or

    the press
or other media in any country.

     

    (e)  Condition and Remedies.  Notwithstanding
the foregoing, if Executive is entitled to any payments under Sections 4(2) and
(3) hereof, then Executive's obligations pursuant to this Section 6 are
specifically conditioned on Company paying (whether in installments or as a lump
sum, as required herein) any amounts to which Executive may be entitled
thereunder in the manner required. Executive agrees that any breach of the terms
of this Section 6 would result in irreparable injury and damage for which there
would be no adequate remedy at law, and that, in the event of said breach or any
threat of breach, Company shall be entitled to (i) an immediate injunction and
restraining order to prevent such breach or threatened breach, without having to
prove damages and (ii) any other remedies to which Company may be entitled at
law or in equity. Executive further agrees that the provisions of the covenant
not to compete are reasonable. Should a court determine, however, that any
provision of the covenant not to compete is unreasonable, either in period of
time, geographical area, or otherwise, the parties hereto agree that the
covenant should be interpreted and enforced to the maximum extent which such
court deems reasonable. The provisions of this Section 6 shall survive any
termination of this Agreement and Executive's term of employment.  The
existence of any claim or cause of action or otherwise, shall not constitute a
defense to the enforcement of the covenants and agreements of this Section
6.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.           Successors and
Assigns.

     

    (a)  This
Agreement shall bind any successor to Company, whether by purchase, merger,
consolidation or otherwise, in the same manner and to the same extent that
Company would be obligated under this Agreement if no such succession had taken
place.

     

    (b)  This
Agreement shall not be assignable by Executive.  This Agreement and
all rights of Executive hereunder shall inure to the benefit of and be
enforceable by, Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributes, devises and
legatees.

     

    8.           Term.

    The term
of this Agreement shall commence on the Effective Date and end upon Executive's
termination of employment.  The rights and obligations of Company and
Executive shall survive the termination of this Agreement to the fullest extent
necessary to give effect to the terms hereof.

     

    9.           Notices.

     

    Notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered by hand or e-mail,
the day after delivery to Federal Express for overnight delivery, two days after
delivery to the United States Postal Service for mailing,
addressed:

     

    (a) if to
Executive, to the address set forth on the signature page hereto,
and

     

    (b) if to
Company, c/o Pinnacle Airlines, Inc., 1689 Nonconnah Blvd., Suite 111, Memphis,
TN 38132  Attention: Chairman of the Board of Directors, or, in each
case, to such other address as may have been furnished in writing.

     

    10.           Withholding.

     

    All
payments required to be made by Company hereunder shall be subject to the
withholding and/or deduction of such amounts as are required to be withheld or
deducted pursuant to any applicable law or regulation.  Company shall
have the right and is hereby authorized to withhold or deduct from any
compensation or other amount owing to Executive, applicable withholding taxes
and deductions and to take such action as may be necessary in the opinion of
Company to satisfy all obligations for the payment of such taxes or
deductions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              11.

            	
              Certain Defined
      Terms.

            


    

     

    As used
herein, the following terms have the following meanings:

     

    "Agreement" shall mean
this Management Compensation Agreement, as the same may be amended, supplemented
or otherwise modified from time to time in accordance herewith.

     

    "Affiliate" shall mean
any corporation, trust, partnership, limited liability company or other
organization which controls, is controlled by, or is under common control with
Company.

     

    "Base Salary" shall
mean the salary of Executive in effect from time to time under Section
2.1.

     

    "Board" shall mean the
Board of Directors of Company.

     

    "Bonus
Plan"  See Attachment
"A".

     

    "Cause" shall mean
with respect to termination by Company of Executive's employment hereunder (i)
an act or acts of dishonesty by Executive resulting in, or intended to result
in, directly or indirectly, any personal enrichment of Executive, (ii) an act or
acts of dishonesty by Executive intended to cause substantial injury to Company,
(iii) material breach (other than as a result of a Disability) by Executive of
Executive's obligations under this Agreement which action was (a) undertaken
without a reasonable belief that the action was in the best interests of Company
and (b) not remedied within a reasonable period of time after receipt of written
notice from Company specifying the alleged breach, (iv) Executive's conviction
of, or plea of nolo contendere to, (a) a crime constituting  a felony
under the laws of any country, the United States or any state thereof or (b) a
misdemeanor involving moral turpitude, (v) a material breach of (a) Company's
policies and procedures in effect from time to time or (b) the provisions of
this Agreement; provided, however, that such breach shall constitute "Cause"
only if Company gives Executive notice pursuant to Section 9 hereof, which shall
include a detailed and specific description of the alleged material breach or
breaches.

     

    "Change in Control"
shall have the meaning given such term in the Stock Incentive Plan in
effect on
the effective date of this Agreement, provided that, for purposes of this
definition, the term "Permitted Holders" shall include Northwest Airlines
Corporation or any affiliate of Northwest Airlines Corporation.

     

    "Date of Termination"
shall mean, with respect to Executive, the date of termination of Executive's
employment hereunder after the notice period provided by Section
3.4.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    "Disability" shall
mean Executive's physical or mental condition which prevents continued
performance of his duties hereunder, if Executive establishes by medical
evidence that such condition will be permanent and continuous during the
remainder of Executive's life or is likely to be of at least three (3) years
duration.

     

    "Effective Date" shall
mean January 1,
2005.

     

    "Good Reason" shall
mean with respect to an Executive, any one or more of the
following:

    (a)           a
material reduction in Executive's Base Salary or level of target bonus under the
Bonus Plan or any successor bonus plan without Executive's consent;

     

    (b)           any
substantial and sustained diminution in Executive's title, position,
authority, or responsibilities hereunder (unless due to Executive's disability);
or

     

    (c)           a
failure by Company to comply with any provision of this Agreement; provided, however, that the
foregoing events shall constitute Good Reason only if Company fails to cure such
event within thirty (30) days after receipt from Executive of written notice of
the event which constitutes Good Reason; provided, further, that "Good
Reason" shall cease to exist for an event on the 90th day following the later of
its occurrence or Executive's knowledge thereof, unless Executive has given
Company written notice thereof prior to such date.

     

    In order
for Executive's termination of his employment to be considered for Good Reason,
such termination must occur within one (1) year after the event giving rise to
such Good Reason. Executive's continued employment shall not constitute consent
to, or a waiver of rights with respect to, any circumstance constituting Good
Reason hereunder.

     

    "Incentive
Bonus"  See Attachment
"A".

     

    "Notice of
Termination"  shall mean a notice specifying the Date of
Termination.

     

    “Separation From
Service” means the time at which the parties reasonably anticipate that
no further services will be performed by Executive after a certain date, or that
the level of bona fide services Executive would perform after such date (whether
as an employee or as an independent contractor) would permanently decrease to no
more than 20 percent of the average level of bona fide services performed
(whether as an employee or an independent contractor) by the individual over the
immediately preceding 36-month period. If Executive provides services both as an
employee and as an independent contractor, Executive must separate from service
both as an employee and as an independent contractor to be treated as having a
Separated From Service. If Executive ceases providing services an employee and
begins providing services as an independent contractor, Executive will not be
considered to have a Separation From Service until Executive has ceased
providing services in both capacities. The provisions and application of this
paragraph will be construed and applied in a manner consistent with Code Section
409A and Treasury Regulations of other guidance issued thereunder.

     

    “Specified Employee”
means a service provider who, as of the date of the service provider’s
Separation from Service, is a key employee of a service recipient any stock of
which is publicly traded on an established securities market or otherwise. A key
employee is any individual who is described in Code Section 416(i)(1)(A)(i),
(ii), or (iii) (applied in accordance with the Regulations thereunder and
disregarding section 416(i)(5)) at any time during the 12-month period ending on
a Specified Employee identification date. The provisions and application of this
paragraph will be construed and applied in a manner consistent with Code Section
409A and Treasury Regulations of other guidance issued thereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12.           Executive
Representation.

     

    Executive
hereby represents to Company that the execution and delivery of this Agreement
by Executive and Company and the performance by Executive of Executive's duties
hereunder shall not constitute a breach of, or otherwise contravene, the terms
of any employment agreement or other agreement or policy to which Executive is a
party or otherwise bound.

     

    13.           Amendment.

     

    No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by Executive
and an officer of Company authorized by the Board to do so.  No waiver
of any provision of this Agreement shall be deemed a continuing waiver or a
waiver of any other provision, whether or not similar.

     

    14.           Governing
Law.

     

    The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Tennessee, without regard to principles
of conflicts of laws. The provisions of this Agreement are intended to be
construed and applied in a mannner consistent with compliance with Code Section
409A, where applicable.  Accordingly, the provisions hereof shall be
construed and applied consistent with such intent, to the extent
applicable.

     

    15.           Validity.

     

    The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement which shall remain in full force and effect.

     

    16.           Arbitration.

     

    Except as
otherwise provided in Paragraph 17 of this Agreement, all disputes and
controversies arising from or in conjunction with Executive's employment with,
or any termination from, Company and all disputes and controversies arising
under or in connection with this Agreement (except claims for vested benefits
brought under ERISA) shall be settled by mandatory arbitration conducted before
one arbitrator having knowledge of employment law in accordance with the rules
for expedited resolution of employment disputes of the American Arbitration
Association then in effect. The arbitration shall be held in the Memphis,
Tennessee metropolitan area at a location selected by Company. The determination
of the arbitrator shall be made within thirty (30) days following the close of
the hearing on any dispute or controversy and shall be final and binding on the
parties. The parties hereby waive their right to a trial of any and all claims
arising out of this Agreement or breach of this Agreement.  Each party
agrees to pay his or its
own costs and expenses incurred in connection with any arbitration including,
without limitation, attorney's fees and one-half of the arbitrator's fees,
unless the arbitrator determines that such expenses must be otherwise allocated
under applicable law to maintain the validity of this Section 16.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    17.           Specific
Performance.

     

    Notwithstanding
Section 16 of this Agreement, if Executive breaches or threatens to commit a
breach of Section 6 of this Agreement, Company shall have the right to specific
performance (i.e., the right and remedy to have the terms and conditions of
Section 6 specifically enforced by a court of competent jurisdiction), it being
agreed that any breach or threatened breach of Section 6 would cause irreparable
injury and that money damages may not provide an adequate remedy.  If
Company exercises its right to seek specific performance in a court of competent
jurisdiction, Executive may assert any claims he may have against Company or its
affiliates in such action, and nothing set forth in Paragraph 16 of this
Agreement is intended or shall be construed to limit Executive's right to assert
such claims.

     

    18.           Cooperation.

     

    Executive
shall provide his reasonable cooperation in connection with any investigation,
action or proceeding (or any appeal from any action or proceeding) which relates
to events occurring during Executive's employment hereunder. This provision
shall survive any termination of this Agreement.

     

    19.           Compensation
Limitation

     

    Notwithstanding
the foregoing, Executive and Company agree that (i) to the extent permitted by
any Federal statute (the "Act") that limits compensation of Executive hereunder,
any payments or benefits payable to Executive under this Agreement (including,
without limitation, payments under Sections 2 and 4 hereof) or pursuant to any
other compensation or benefit plan of Company or other arrangement between
Company and Executive that do not comply with the Act shall be deferred until
such payments or benefits may be paid under the Act, and (ii) to the extent the
Act does not permit the deferral of any such payments or benefits, the maximum
compensation and/or severance Executive may receive from Company under this
Agreement or any other compensation or benefit plan of Company or other
arrangement between Company and Executive will not exceed the amount allowed
under the Act.

     

    20.           Entire
Agreement.

     

    This
Agreement, any award agreement between Company and Executive entered into
pursuant to Company's stock Incentive Compensation Programs, and Company's
employee benefit plans in which Executive will continue to participate as
provided in this Agreement, contain the entire understanding between Company and
Executive with respect to Executive's employment with Company and supersede in
all respects any prior or other agreement or understanding between Company or
any affiliate of Company and Executive with respect to Executive's
employment.

     

    IN
WITNESS WHEREOF, Company and Executive have executed this Agreement as of the
day and year first above written.

     

    PINNACLE
AIRLINES, INC.

     

    


     

    By:  /s/ Donald J.
Breeding

    Donald J.
Breeding

    Chairman

     

     

    EXECUTIVE:

     

    /s/ Philip H.
Trenary

    Philip H.
Trenary;  

    5825
Garden Oak Cove, Memphis, TN 38120;  

    E-mail
address:ptrenary@nwairlink.com

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    


    Attachment
"A"

     

    INCENTIVE COMPENSATION
PROGRAMS

     

    1.           Cash
Incentives:  Annual Management Bonus Plan

     

    2.           Stock
Incentives:  2003 Stock Incentive Plan

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Attachment
"B"

     

    


     

    GENERAL
RELEASE

     

    This
Release is made and entered into by Philip H. Trenary (the "Executive") and
Pinnacle Airlines, Inc. (the "Company").

     

    In
consideration of the payments, benefit continuation and acceleration provided
for in Section 4.2(b)(i), (ii) and (iii) of this Management Compensation
Agreement, Executive, on behalf of himself and for any person or entity who may
claim by or through him, irrevocably and unconditionally releases, waives, and
forever discharges Company, its past, present, and future subsidiaries,
divisions, affiliates, successors, and their respective officers, directors,
attorneys, agents, and present and past employees from any and all claims or
causes of action that Executive had, has, or may have relating to Executive's
employment with Company and/or termination therefrom up to and including the
date of this Agreement, including but not limited to any claims under Title VII
of the Civil Rights Act of 1964, as amended, the Tennessee Human Rights Act, the
Age Discrimination in Employment Act ("ADEA"), and claims under any other
federal, state, or local statute, regulation, or ordinance, including wrongful
or retaliatory discharge.

     

    This
Release shall not be construed as an admission by Company of any liability,
wrongdoing, or violation of any law, statute, regulation, agreement or policy,
and Company denies any such liability or wrongdoing.

     

    Executive
acknowledges and agrees that this Release includes a release and waiver as to
claims under the ADEA.  Executive acknowledges and confirms that he
understands and agrees to the terms and conditions of this Release; that these
terms are written in layperson terms, and that he has been fully advised of his
rights to seek the advice and assistance of consultants, including an attorney,
to review this Release.  Executive further acknowledges that he does
not waive any rights or claims under the ADEA that arise after the date this
Release is signed by him, and specifically, Executive understands that he is
receiving money and benefits beyond anything of value to which he is already
entitled from Company.  Executive acknowledges that he has had up to
21 days to consider whether to accept and sign this Release, and has had
adequate time and opportunity to review the Release and consult with any legal
counsel or other advisors of his choosing.  Executive understands that
if he signs this Release before the expiration of the 21-day period, his
signature will evidence his voluntary election to forego waiting the full 21
days to sign this Release.  If Executive chooses not to accept, or the
21-day period expires without his acceptance, then the offer in this Release is
null and void.  Executive further acknowledges that in compliance with
the Older Workers' Benefit Protection Act of 1990, he has been fully advised by
Company of his right to revoke and nullify this Release, and that this
revocation must be exercised, if at all, within seven days of the date he signs
this Release.  Executive may revoke his acceptance at any time within
the seven days following his signing of this Release by notifying Company of his
decision to revoke the acceptance by writing directed and delivered to Pinnacle
Airlines, Inc., 1689 Nonconnah Boulevard, Suite 111, Memphis, TN 38132,
Attention:  Chairman of the Board.

     

    Acceptance
of this offer is strictly voluntary.  This Release shall become
effective and enforceable only after the seven-day revocation period has
expired.  Should Executive decline to accept the benefits of this
Release, or if is revoked by him, Executive will not receive the proposed
additional compensation and benefits.

     

    By his
signature below, Executive accepts the terms of this Release.

     

    


     

    
      	
              PINNACLE
      AIRLINES, INC.

            	
              EXECUTIVE

            
	
              By:                                                                

            	 
      
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Address:                                                                

            
	
               

               

              Date:

            	
              _________________________

              _________________________

              Date: