Exhibit 10.19


 


July 25,
2008


 


Geoffrey Loui


2162 Londonderry Ct.


Walnut
Creek, CA 94596


 


Dear Geoffrey:


 


This Employment Agreement
(the “Agreement”) dated as of July 25, 2008 and effective as of August 11,
2008 (the “Effective Date”), is made by and between Geoffrey Loui (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 — Strategy &
Marketing


 


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 — Strategy & Marketing 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 in
the first payroll cycle after your Effective Date according to usual payroll
practices.  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 (other than termination


 


	
   

  	
   

  
	
   

  	
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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 assignments or
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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:


 


Geoffrey Loui, 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.


 


	
   

  	
   

  
	
   

  	
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  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/
  Geoffrey Loui

  
	
   

  	
   

  	
  Geoffrey
  Loui

  



 


	
   

  	
   

  
	
   

  	
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