Exhibit 10.23


 


July 21, 2008


 


Michael
F. Edl


1875
Lake Manor Rd.


Solon, IA 52333


 


Dear
Michael:


 


This Employment Agreement (the “Agreement”)
dated as of July 21, 2008 and effective as of July 28, 2008 (the “Effective
Date”), is made by and between Michael F. Edl (the “Executive”) and
Hawaiian Telcom Communications, Inc. and any of its subsidiaries and affiliates
as may employ Executive from time to time (collectively, and together with any
successor thereto, the “Company”). Notwithstanding anything herein to the
contrary, this Agreement shall be void and of no force and effect if within 20
days of the Effective Date the Company is not, acting reasonably and in good
faith, satisfied with the results of a background check on the Executive.


 


RECITALS


 


A.                                                               The Company desires to engage the Executive to perform services
pursuant to the terms and conditions of this Agreement.


 


B.                                                                 The Executive
desires to provide services to the Company on the terms herein provided.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and of the covenants set forth
below, the parties agree as follows:


 


1.                                       Certain Definitions.


 


(a)          “Annual Base Salary” shall have the meaning
set forth in Section 3(a).


 


(b)         “Board” shall mean the Board of Directors of
the Company.


 


(c)          “Bonus Plan” shall have the meaning set forth
in Section (3) (b).


 


(d)         “Cause” to
terminate  the Executive’s employment
shall include any of the following facts or circumstances:


 


	
   

  	
   

  
	
   

  	
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(i)                         Executive’s failure to
follow a legal order of the Board, other than any such failure resulting from
the Executive’s Disability, and such failure is not remedied within 30 days
after receipt of written notice;


 


(ii)                      Executive’s gross or willful
misconduct in the performance of duties that causes or is reasonably likely to
cause damage to the Company;


 


(iii)                   Executive’s conviction of felony or crime
involving material dishonesty or moral turpitude;


 


(iv)                  Executive’s fraud or, other than with respect
to a de minimis amount, personal dishonesty involving the Company’s assets; or


 


(v)                     The Executive’s unlawful use
(including being under the influence) or possession of illegal drugs on the
Company’s premises or while performing the Executive’s duties and
responsibilities under this Agreement.


 


Prior to a termination pursuant to Section 4(a) (iii),
the Company shall conduct a reasonable investigation to determine, based on
information reasonably available to the Company, whether Cause for termination
exists.


 


(e)          “Company” shall have the meaning set forth in
the preamble.


 


(f)            “Compensation Committee” means the
Compensation Committee of the Board.


 


(g)         “Date of Termination” shall mean (i) if
the Executive’s employment is terminated by his death, the date of his death;
or (ii) if the Executive’s employment is terminated pursuant to Section 4(a)(ii) —
(vi) either the date indicated in the Notice of Termination or the
date specified by the Company pursuant to Section 4 (b) whichever
is earlier.


 


(h)         “Disability” shall mean the absence of
the Executive from the Executive’s duties to the Company on a full-time basis
for a total of six months during any l2-month period as a result of incapacity
due to mental or physical illness, which determination is made by a physician
selected by the Company and acceptable to the Executive or the Executive’s
legal representative (such agreement as to acceptability not to be withheld
unreasonably). A Disability shall not be “incurred” hereunder until, at the
earliest, the last day of the sixth month of such absence.


 


(i)             “Executive” shall have the meaning set forth
in the preamble.


 


(j)             The Executive shall have “Good Reason” to
resign his employment upon the occurrence of any of the following:


 


1.               failure of the Company to continue the
Executive in the position of Senior Vice President — Network Services


 


2.               the Company’s material breach of this
Agreement;


 


	
   

  	
   

  
	
   

  	
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3.               the relocation of the Executive’s principal
office, without his consent, to a location that is in excess of 100 miles from
Honolulu, Hawaii; or


 


4.               failure of the Company to make any payment or
provide any benefit in accordance with this Agreement.


 


(k)          The Executive may not resign his employment for Good
Reason unless:


 


1.                    the Executive provides the
Company with at least 30 days prior written notice of his intent to resign for
Good Reason; and


 


2.                    the Company does not remedy
the alleged violation(s) within the 30-day period.


 


(l) “Inventions”
shall have the meaning set forth in Section 6(d).


 


(m) “Notice of Termination”
shall have the meaning set forth in Section 4 (b)


 


2.                                       Employment.


 


(a)          The Company shall employ the Executive and the
Executive shall enter the employ of the Company, for the period set forth in Section 2(b),
in the position set forth in Section 2(c), and upon the other terms
and conditions herein provided.


 


(b)         Executive will be an employee at-will of the
Company.  The Company may terminate
Executive’s employment at any time for any lawful reason, at its
discretion.  Likewise, Executive may terminate
his employment with the Company at any time for any reason; however, the
Company requests that, as a courtesy, the Executive give the Company
30-days advance written notice prior to a voluntary employment separation.


 


(c)          Position and Duties. The Executive shall serve
as Senior Vice President — Network Services of the Company and shall have the
authorities, duties and responsibilities customarily commensurate with such
position and such additional responsibilities, duties and authority, as may
from time to time be reasonably assigned to the Executive by the Chief
Executive Officer or his designee. The Executive shall report to the Chief
Executive Officer. The Executive shall devote his full working time, attention
and efforts to the business and affairs of the Company. The Executive will be
knowledgeable of and comply with the Company’s rules and policies as
adopted by the Company from time to time. It shall not be a violation of this
Agreement for the Executive to (i) serve
on industry trade, civic or charitable boards or committees; (ii) deliver
lectures or fulfill speaking engagements; or (iii) manage personal
investments, as long as such activities do not materially interfere with the
performance of the Executive’s duties and responsibilities. The Executive shall
be permitted to serve on for-profit corporate boards of directors and advisory
committees if approved in advance by the Board, which approval shall not
unreasonably be withheld. In addition, Executive shall be permitted to fulfill
obligations under the terms and conditions of his services agreement as
previously disclosed to the Company as long as it does not interfere with
Executive’s duties or responsibilities.


 


	
   

  	
   

  
	
   

  	
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3.                                       Compensation
and Related Matters.


 


(a)          Annual Base Salary. The Executive
shall receive a base salary at a rate of $300,000 per annum, which shall be
paid in accordance with the customary compensation practices or policies of the Company (the “Annual Base Salary”).  Annual Base Salary may be increased, but not
decreased, from time to time by the Board. 
Paydays are expected to be every other Friday (normally 26 pay days a
year).  Executive’s paycheck shall be
delivered to Executive or made available to Executive on such dates.  If a payday falls on a holiday or weekend,
Executive may pick up his paycheck on the weekday immediately preceding the
payday.


 


(b)         Signing Bonus. In addition
to your Base Salary, you will receive a signing bonus of $75,000, payable on
the Effective Date.  This payment is
subject to normal taxes.  If, however,
your employment is terminated for Cause, pursuant to Section 4 (a) (iii),
or you voluntarily leave prior to the one year anniversary of your Effective
Date, you shall be obligated to reimburse the Company for the entire signing
bonus paid to you.  Your execution of
this Agreement authorizes the Company to make a payroll deduction for
reimbursement of said signing bonus in the event that you become obligated to
reimburse the Company pursuant to this subsection (b).


 


(c)          Annual
Performance Bonus. The Executive will participate in an annual
performance-based bonus plan (“Bonus Plan”) established by the Company’s
Board of Directors or Compensation Committee thereof, at a level that is consistent
with the Bonus Plan (currently specified as up to a maximum of 75% of
your Annual Base Salary) as it may be amended from time to time by the Board or
Compensation Committee. The actual bonus, if any, shall be pursuant to the
terms and conditions set forth in the Bonus Plan and shall be payable at
such time as bonuses are paid to other senior executive officers who
participate therein. Payment of any annual bonus described in this subsection (c) will
be subject to your continued employment with the Company through the date the
bonus is paid pursuant to the Bonus Plan, except in the event sections 5(b)(ii) or
5(c)(iii) below apply.  In the event
the Company modifies the target levels or other terms and conditions of the
Bonus Plan applicable to the Senior Vice Presidents of the Company, the target
level or other Bonus Plan terms and conditions applicable to you will be
modified on a consistent basis. 
Notwithstanding the foregoing, your bonus for the 2008 plan year will be
prorated from the Effective Date of this agreement.


 


(d)         Stock
Option/Realization Bonus. The Executive shall be granted a stock
option/bonus realization award that shall be governed by the terms of the  Company’s
standard form of stock option/bonus realization  agreement. It is expressly
understood that the Executive’s entitlement to participation in the stock
option/bonus realization program is not a guarantee that the award referenced
herein shall attain any particular value in the future.


 


(e)          Benefits. The Executive
shall be entitled to participate in all employee benefit   plans, programs and arrangements of the
Company which are applicable to the senior officers of the Company at a level
commensurate with the Executive’s position. 
In the event the Company modifies the employee benefits applicable to 


 


	
   

  	
   

  
	
   

  	
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the Senior Vice Presidents
of the Company (including paid vacation and carryover thereof), the employee
benefits applicable to you will be modified on a consistent basis.


 


(f)            Expenses. The Company
shall reimburse the Executive for all reasonable travel and other business
expenses incurred by him in the  
performance of his duties to the Company in accordance with the Company’s
expense reimbursement and travel policies.


 


(g)         Vacation. The Executive
shall be entitled to no less than three weeks paid vacation for each completed
12 month period of service.  Any vacation
shall be taken at the reasonable and mutual convenience of the Company and the Executive.
Paid vacation that has not been taken by Executive during the twelve month
period following the period in which it is earned shall carry over to any
subsequent period up to a maximum accumulated six weeks. Vacation will be
accrued depending on month of hire for the first year of employment per the
Company vacation policy.


 


4.                                       Termination.


 


The Executive’s employment may be terminated by the Company or the
Executive, as applicable, without any breach of this Agreement under the
following circumstances:


 


(a)          Circumstances.


 


(i)                                     Death. The Executive’s
employment shall terminate upon his death.


 


(ii)                                  Disability. If the
Executive has incurred a Disability, the Company may give the Executive written
notice of its intention to terminate the Executive’s employment. In that event,
the Executive’s employment with the Company shall terminate effective on the
30th day after receipt of such notice by the Executive, provided that within
the 30 days after such receipt, the Executive shall not have returned to
full-time performance of his duties. 
This Section 4 (a) (ii) shall be construed in a manner
consistent with the requirements of the Americans With Disabilities Act and
Hawaii Employment Practices law.


 


(iii)                               Termination for
Cause. The Company may terminate the Executive’s employment for Cause.


 


(iv)                              Termination
without Cause. The Company may terminate the Executive’s
employment without Cause.


 


(v)                                 Resignation for
Good Reason. The Executive may resign his employment for Good
Reason.


 


(vi)                              Resignation
without Good Reason. The Executive may resign his employment without
Good Reason.


 


(b)         Notice of Termination. Any termination of the
Executive’s employment by the Company or by the Executive under this Section 4
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pursuant to paragraph (a)(i) (death) shall be communicated by a
written notice to the other party indicating the specific termination provision
in this Agreement relied upon and specifying a Date of Termination which, if submitted
by the Executive, shall be at least 30 days following the date of such notice
(a “Notice of  Termination”) provided, however, that the Company
may, in its sole discretion, change the Date of Termination to any date
following the Company’s receipt of the Notice of Termination. A Notice of
Termination submitted by the Company may provide for a Date of Termination on
the date the Executive receives the Notice of Termination, or any date
thereafter elected by the Company in its sole discretion. The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Cause or Good Reason shall not
waive any right of the Executive or the Company or preclude the Executive or
the Company from asserting such fact or circumstance in enforcing the Executive’s
or the Company’s rights.


 


(c)          Company Obligations Upon Termination. Upon
termination of the Executive’s employment, the Executive (or the Executive’s
estate) shall be entitled to receive a lump sum equal to the Executive’s Annual
Base Salary through the Date of Termination not theretofore paid, any bonus if
declared or earned but not yet paid for a completed fiscal year, any expenses
owed to the Executive, any accrued vacation pay owed to the Executive, and any
amount arising from the Executive’s participation in, or benefits under any
employee benefit plans, programs or arrangements, which amounts shall be
payable in accordance with the terms and conditions of such employee benefit
plans, programs or arrangements.


 


5.                                       Severance
Payments.


 


(a)          Termination for Cause or resignation without Good
Reason .  If the Executive’s employment
shall terminate pursuant to sections 4(a) (iii) for Cause, or Section 4(a) (vi) without
Good Reason, the Executive shall not be entitled to any severance payment.


 


(b)         Termination upon death or Disability.  If the Executive’s employment shall terminate
pursuant to Sections 4(a)(i) due to the Executive’s death, or pursuant to Section 4(a)(ii) due
to the Executive’s Disability, the Company shall pay to the Executive (or the
Executive’s estate):


 


(i)             within 30 days following the
Date of Termination and otherwise in accordance with the Company’s regular
payroll practice, an amount equal to the Annual Base Salary that the Executive
would have been entitled to receive if the Executive had continued his
employment for a period of six months following the Date of Termination; and


 


(ii)          a prorated amount of the
Executive’s annual bonus based on the Company’s year-to-date performance
through the Date of Termination in relation to the performance targets set
forth in the Bonus Plan (such amount to be determined in good faith by the
Compensation Committee).


 


	
   

  	
   

  
	
   

  	
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(c)          Termination without Cause or Resignation for Good
Reason. If the Executive’s employment shall terminate without Cause pursuant
to Section 4(a)(iv) or for Good Reason pursuant to Section 4(a)(v),
the Company shall, subject to the Executive’s execution of a general waiver and
release of claims agreement in the Company’s customary form:


 


(i)             Continue to
pay, in accordance with normal payroll practices, the Executive’s Annual Base
Salary for the period beginning on the Date of Termination and ending on the
earliest to occur of (a) the twelve month anniversary of the Date of
Termination, (b) the first date the Executive violates any covenant
contained in Section 6, or (c) the first date of the Executive’s
employment or consultancy (whether as an employee, independent contractor, or
otherwise) with another company based on more than twenty (20) hours per week
(and the Executive hereby agrees to inform the Company immediately upon his
becoming such an employee or consultant with another company), such period
referred to as the “Salary Continuation Period”;


 


(ii)          Continue
coverage (at the Company’s expense), for the period set forth in clause (i) above,
for the Executive and any dependents under the Company group health benefit
plan in which the Executive and any dependents were entitled to participate
immediately prior to the Date of Termination, excluding Exec-U-Care or similar
supplemental coverage policies for senior executives; and


 


(iii)  Pay you a pro-rated bonus
for the year of termination, which except for the pro-ration shall be pursuant
to the terms and conditions set forth in the Bonus Plan and shall be payable at
such time as bonuses are paid to other executive officers who participate
therein;


 


In the event the Company modifies the terms of the severance benefits
applicable to Senior Vice Presidents of the Company, the severance benefits
described in this Section 5 will be modified on a consistent basis.


 


(d)         Survival. The termination of
employment hereunder shall not impair the rights or obligations of any party
that accrued prior to such termination.


 


6.                                       Restrictive
Covenants.


 


(a)          Non-Compete.  Executive acknowledges that by virtue of his
position with the Company, he will develop considerable expertise in the
business of the Company.  During Executive’s
employment with the Company and for a period of 365 days following the date of
the Executive’s termination of employment for any reason (the “Non-Competition
Period”), the Executive shall not directly or indirectly engage in, have any
equity interest in, or manage or operate any person, firm, corporation,
partnership or business (whether as director, officer, employee, agent,
representative, partner, security holder, consultant or otherwise) that engages
in any business that competes with any telecommunications business of the
Company or any entity owned by the Company anywhere in the State of Hawaii
provided, however, that the Executive shall be permitted to acquire a passive
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provided the stock or other equity interest acquired is not more than
five percent (5%) of the outstanding interest in such business.  Nothing herein shall prevent the Executive
from engaging in any activity with, or holding any financial interest in, a non-competitive
division, subsidiary or affiliate of an entity engaged in a business that
competes with the Company so long as such activities do not harm the Company.


 


(b)         Non-Solicitation of Employees and Customers.  During the Non-Competition Period, the
Executive will not and will not permit any of his associates to, directly or
indirectly, recruit or otherwise solicit or induce any non-clerical employee,
customer, subscriber or supplier of the Company to terminate, or otherwise
change its relationship with the Company, or establish any relationship with
the Executive or any of his associates for any business purpose that is
prohibited by subsection (a) above. 
Nothing herein shall prevent the Executive from serving as a reference.


 


(c)          Confidentiality.  The Executive shall, in perpetuity, maintain
in confidence and shall not directly, indirectly or otherwise, use,
disseminate, disclose or publish, or use for his benefit or the benefit of any
person, firm, corporation or other entity any confidential or proprietary
information or trade secrets of or relating to the Company, including, without
limitation, information with respect to the Company’s operations, processes,
products, inventions, business practices, finances, principals, vendors,
suppliers, customers, potential customers, marketing methods, costs, prices,
contractual relationships, regulatory status, compensation paid to employees or
other terms of employment, or deliver to any person, firm, corporation or other
entity any document, record, notebook, computer program or similar repository
of or containing any such confidential or proprietary information or trade
secrets.  The parties hereby stipulate
and agree that as between them the foregoing matters are important, material
and confidential proprietary information and trade secrets and affect the
successful conduct of the businesses of the Company (and any successor or
assignee of the Company).   The
Executive may respond to a lawful and valid subpoena or other process but
shall:  (i) give the Company the
earliest reasonably possible notice thereof, (ii) as much reasonably in
advance of the return date as possible, make available to the Company and its
counsel the documents and other information sought, and (iii) reasonably
assist (the “Assistance”) such counsel in resisting or otherwise responding to
such process.  The Company shall
reimburse Executive for all reasonable expenses he incurs in providing such
Assistance.  Notwithstanding Section 6(c),
the Executive may use or disclose information that is public knowledge.


 


(d)         Inventions.  All rights to discoveries, inventions,
improvements and innovations (including all data and records pertaining
thereto) directly related to the Company’s business, whether or not patentable,
copyrightable, registrable as a trademark, or reduced to writing, that the
Executive may discover, invent or originate during the Non-Competition Period,
either alone or with others and whether or not during working hours or by the
use of the facilities of the Company (“Inventions”), shall be the
exclusive property of the Company. The Executive shall promptly disclose all
Inventions to the Company, shall execute at the request of the Company any
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deem necessary to protect or perfect its rights therein, and shall
assist the Company, at the Company’s expense, in obtaining, defending and
enforcing the Company’s rights therein. The Executive hereby appoints the Company
as his attorney-in-fact to execute on his behalf any assignments or other
documents deemed necessary by the Company to protect or perfect its rights to
any Inventions.


 


(e)          Non-Disparagement.  During the Non-Competition Period, the
Executive shall not disparage the Company or any of its affiliates, any of
their respective products or practices, or any of their respective directors,
officers, agents, employees, representatives, shareholders, members or
affiliates, either orally or in writing.


 


(f)            Interpretation.  The Executive and the Company acknowledge and
agree that the time, scope, geographic area and other provisions of the
covenants set forth herein have been specifically negotiated by sophisticated
parties and that such provisions are reasonable under the circumstances.  The parties further agree that if, despite
the foregoing acknowledgement, a court or other tribunal of competent
jurisdiction holds that any of the restrictions of the covenants set forth
herein are unenforceable, the maximum restrictions of time, scope or geographic
area reasonable under the circumstances, as determined by such court or
tribunal, shall be substituted for any such restrictions held
unenforceable.  The provisions of this Agreement
shall survive the termination of Employee’s employment with the Company.


 


(g)         Injunctive Relief.   Executive acknowledges and agrees that that
a breach of any of the covenants contained in this Agreement will cause
irreparable damage to the Company and its goodwill, the exact amount of which
will be difficult or impossible to ascertain, and that the remedies at law for
any such breach will be inadequate. 
Accordingly, the Executive agrees that in the event of a breach of any
of the covenants contained in this Agreement, in addition to any other remedy
which may be available at law or in equity, the Company will be entitled to
specific performance and injunctive relief.


 


7.                                       Assignment and
Successors.


 


The Company may assign its rights and obligations under this Agreement
to any entity, including any successor to all or substantially all the assets
of the Company, by merger or otherwise, and may assign or encumber this
Agreement and its rights hereunder as security for indebtedness of the Company
and its affiliates, provided said successor entity assumes all of the
obligations of the Company hereunder. The Executive may not assign his rights
or obligations under this Agreement to any individual or entity, except his
estate upon his death.


 


8.                                       Governing Law.


 


This Agreement shall be, interpreted and enforced in accordance with
the laws of the State of Hawaii and, where applicable, the laws of the United
States.


 


	
   

  	
   

  
	
   

  	
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9.                                       Notices.


 


Any
notice, request, claim, demand, document and other communication hereunder to any
party shall be effective upon receipt (or refusal of receipt) and shall be in
writing and delivered personally or sent by telex, telecopy, electronic mail,
overnight courier service or certified or registered mail, postage prepaid, as
follows:


 


(a)          If to the Company:


 


Hawaiian Telcom

1177 Bishop Street


Honolulu, HI 96813


Fax:  (808) 546-8955


Attn:  President and Chief Executive Officer


 


(b)         If to the Executive:


 


Michael F. Edl, at his last, known address.


 


(c)          or at any other address as any party shall have
specified by notice in writing to the other party.


 


10.                                 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 Agreement.


 


11.                                 Entire
Agreement.


 


The terms of this Agreement and the other agreements and instruments
contemplated hereby or referred to herein (collectively the “Related
Agreements”) are intended by the Parties to be the final expression of
their agreement with respect to the employment of the Executive by the Company
and may not be contradicted by evidence that attempts to modify the express
terms of this Agreement. The parties further intend that this Agreement and the
Related Agreements shall constitute the complete and exclusive statement of
their terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, arbitral,  administrative, or
other legal proceeding to vary the terms of this Agreement and the Related
Agreements.


 


12.                                 Amendments;
Waivers.


 


This Agreement may not be
modified, amended, or terminated except by an instrument in writing,
signed by the Executive and a duly authorized officer of Company. By an
instrument in writing similarly executed, the Executive or a duly authorized
officer of the Company may waive compliance by the other party with any
provision of this Agreement provided; however, that such waiver shall not
operate as a waiver of, or estoppel with respect to, any other contractual term
or subsequent breach. No failure to exercise or delay in exercising any right
under this Agreement may be construed as waiver of that right.


 


	
   

  	
   

  
	
   

  	
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13.                                 No Inconsistent
Actions.


 


The parties shall not voluntarily undertake or fail to undertake any
action or course of action inconsistent with the provisions or essential intent
of this Agreement. The Parties intend to act in a fair and reasonable manner
with respect to the interpretation and application of this Agreement.


 


14.                                 Construction.


 


This Agreement shall be deemed drafted equally by both parties. Its
language shall be construed as a whole and according to its fair meaning. Any
presumption or principle that the language is to be construed against any party
shall not apply. The headings in this Agreement are only for convenience and
are not intended to affect construction or interpretation. Any references to
paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement,
unless the context clearly indicates to the contrary.


 


15.                                 Arbitration.


 


Any dispute or controversy between the Parties arising under or in
connection with this Agreement or Executive’s hire, employment, or termination
from employment shall be settled exclusively by arbitration, conducted before
an arbitrator in Hawaii in accordance with the employment rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitration award in any court having jurisdiction, provided,  however,
that the Company shall be entitled to seek a restraining order or injunction in
any court of competent jurisdiction to prevent any continuation of any
violation of the Agreement and the Executive hereby consents that such
restraining order or injunction may be granted without requiring the Company to
post a bond. Only individuals who are (i) lawyers engaged in the practice
of law; and (ii) on the AAA register of arbitrators shall be selected as
an arbitrator. Within 20 days of the closure of the arbitration record, the
arbitrator shall prepare written findings of fact and conclusions of law. It is
mutually agreed that the written decision of the arbitrator shall be valid,
binding, final and non-appealable, provided however, that the parties agree
that the arbitrator shall not be empowered to award punitive damages against
any party to such arbitration in connection with claims arising out of this
Agreement. The arbitrator, as permitted by law, shall require the
non-prevailing party to pay the arbitrator’s full fees and expenses or, if in
the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees
and expenses will be borne equally by the parties thereto. In the event action
is brought to enforce the provisions of this Agreement pursuant to this Section 15,
the non-prevailing parties shall be required to pay the reasonable attorney’s
fees and expenses of the prevailing parties to the extent determined to be
appropriate by the arbitrator, acting in its sole discretion.


 


16.                                 Validity;
Enforcement.


 


If any provision of this Agreement is held to be illegal, invalid or
unenforceable, such provision shall be severable and this Agreement shall be
construed and enforced as if such provision had never comprised a portion of
this Agreement; and the remaining provisions of this Agreement shall remain in
full force and effect. Furthermore, in lieu of such illegal, invalid or
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of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.


 


17.                                 Withholding


 


The Company shall be entitled to withhold from any amounts payable
under this Agreement any federal, state, local or foreign withholding or other
taxes or charges which the Company is required to withhold. The Company shall
be entitled to rely on an opinion of counsel if any questions as to the amount
or requirement of withholding shall arise.


 


18.                                 Warranty of Noninterference.


 


The Executive warrants  that he has taken all actions required under
the terms of any prior
employment in order to terminate that employment and that the provisions contained
in  any prior agreements with former
employers, if any, do not affect
the Executive’s ability to carry out his responsibilities on behalf of the
Company.  Executive warrants  that his 
full compliance with this Agreement shall not interfere with, breach, violate,
or abridge any other contractual (express or implied) legal or fiduciary
obligation of Executive to any other person or business organization including,
without limitation, any duty of protection, non-use or non-disclosure with
respect to confidential or proprietary information or trade secrets concerning
any of Executive’s prior employers or their employees, customers , prospective
customers or providers.  Executive
further represents and warrants that he has not been induced by the Company to
breach any existing contractual relation in order to come to work for the
Company.


 


19.                                 Indemnification
and Insurance.


 


The Company shall indemnify the Executive to the fullest extent
permitted by the laws of the State of Hawaii, as in effect at the time of the
subject act or omission, and he will be entitled to the protection of any
insurance policies the Company may elect to maintain generally for the benefit
of its directors and senior executive officers against all costs, charges and
expenses incurred or sustained by him in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having been a director,
officer or employee of the Company or any of its subsidiaries or his serving or
having served any other enterprise, plan or trust as a director, officer,
employee or fiduciary at the request of the Company (other than any dispute,
claim or controversy arising under or relating to this Agreement (except for
this Section 19)). The provisions of this Section 19
shall survive any termination of Executive’s employment or any termination of
this Agreement.


 


	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
  Initials

  



 


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20.                                 Employee
Acknowledgement


 


The Executive acknowledges that he has read and understands this Agreement,
is fully aware of its legal effect, has not acted in reliance upon any
representations or promises made by the Company other than those contained in
writing herein, and has entered into this Agreement freely based on his own
judgment.


 


IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.


 


	
   

  	
  Hawaiian Telcom Communications, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Eric K. Yeaman

  
	
   

  	
   

  	
  Eric K. Yeaman

  
	
   

  	
   

  	
  Its President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael F. Edl

  
	
   

  	
   

  	
  Michael F. Edl

  



 


	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
  Initials

  



 


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