Exhibit 10.24


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (“Agreement”) dated March 24, 2005 and
effective as of March 29, 2005 (“Effective Date”) is entered into by and
between David Z. Arakawa (“Employee”) and Hawaiian Airlines, Inc., a Hawaii
corporation (“Company”).


 


Company and Employee desire to establish Company’s right to services of
Employee, in the capacity described below, on the terms and conditions and
subject to the rights of termination hereinafter set forth, and Employee agrees
to engage in such employment on those terms and conditions.


 


In consideration of the mutual agreements hereinafter set forth,
Employee and Company have agreed and do hereby agree as follows:


 


1.                                       EMPLOYMENT
AS SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY (“GC”).  Company does hereby employ and engage
Employee as Senior Vice President - GC, and Employee does hereby accept and
agree to such engagement and employment.


 


a.                                       Basic
Duties.  Employee’s duties during the
Employment Period shall be to serve as Senior Vice President – GC, which shall
generally include those contained in Attachment A.  The precise scope of the duties of Employee
may be modified from time to time at the discretion of Company’s President or
his designee(s) consistent with Employee’s titles and general duties and
responsibilities hereunder.


 


b.                                      Reporting
Relationship.  Employee shall at all
times report to the President or his designee(s).


 


c.                                       Time
and Effort Expected of Employee. 
Employee shall devote full time, attention, energy and skill to the
performance of Employee’s duties for Company and for the benefit of
Company.  Furthermore, Employee shall


 


 





















 


exercise due diligence and care in the performance of Employee’s duties
to Company under this Agreement.


 


2.                                       TERM
OF AGREEMENT.  The term of this
Agreement (“Term”) shall commence on the Effective Date and shall continue for
a period of two (2) years, unless terminated earlier as provided in Section 7
of this Agreement.  The term of this
Agreement may be extended upon mutual agreement in writing signed by Employee
and an authorized representative of Company. 
The period of time commencing on the Effective Date and ending on the
expiration date of the Term, or, if earlier, the date of termination of
Employee’s employment (“Termination Date”) under this or any successor
agreement shall be referred to as the “Employment Period.”


 


3.                                       COMPENSATION.


 


a.                                       BASE
SALARY.  Company shall pay Employee,
and Employee agrees to accept from Company, a base salary at the rate of TWO
HUNDRED THOUSAND DOLLARS AND NO /100THS DOLLARS ($200,000) per year
(“Base Salary”), less applicable withholdings required by law or Employee’s
benefit plans or other deductions authorized in writing by Employee to be
withheld or deducted, payable in equal semi-monthly installments in accordance
with Company’s regular payroll practices. 
Employee’s Base Salary shall be reviewed annually by Company and may be
increased, but not decreased, by Company in its sole and absolute
discretion.  Any adjusted amounts under this
Section 3.a. will thereafter become the “Base Salary” for purposes of this
Agreement.


 


c.                                       PERFORMANCE
BONUS.  In addition to the Base
Salary, Employee shall be eligible to participate during the Employment Period
in any performance bonus plan hereafter established for senior officers of
Company by the Board of Directors (the “BOD”). 
Any award to Employee under that plan shall be payable, less applicable
withholdings, in the amount, in the manner, and at the time determined by the
BOD, in its sole and absolute discretion. Company will request that the BOD
award a target bonus equal to 50% of


 


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Employee’s Base Salary, with actual payment amount established annually
as a function of overall corporate performance and Employee’s performance
relative to previously established management objectives.


 


d.                                      STOCK
OPTIONS.  In addition to Base Salary,
Employee shall be eligible to participate during the Employment Period in any
stock option plan hereafter established for the senior officers of Company by
the BOD in accordance with plan terms and applicable law.  Any award to Employee under such plan shall
be made in an amount, in the manner, and at the time determined by the BOD, in
its sole and absolute discretion. 
Company will request an incoming grant of 53,000 stock options for
Employee that would vest in two equal tranches, one tranche each year, during
the Employment Period.  Additionally,
Employee will be considered for additional stock option grants if and when such
grants are awarded for other senior executives at Company.


 


e.                                       LONG
TERM INCENTIVE PLANS.  In addition to
Base Salary, Employee shall be eligible to participate during the Employment
Period in any long term incentive plans hereafter established for the senior
officers of Company by the BOD in accordance with plan terms and applicable
law.  Any award to Employee under such
plan shall be made in an amount, in the manner, and at the time determined by
the BOD, in its sole and absolute discretion.


 


f.                                         401(k)
PLAN.  Employee shall be eligible to
participate in a 401(k) or analogous plan (the “401(k) Plan”) according to its
terms, which shall be developed by Company, subject to approval of the BOD, and
which shall not occur before Company’s emergence from Chapter 11 bankruptcy.


 


4.                                       FRINGE
BENEFITS.  During his employment
under this Agreement, Employee shall be eligible to participate in, and to be
covered by, such employee benefit plans effective generally with respect to
Company’s senior officers as those plans may be amended, supplemented, replaced
or terminated from time to time, to the extent Employee is eligible under the
terms of such


 


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plans; and Employee shall be eligible to receive such other fringe
benefits as may be granted to Employee from time to time by the BOD or as
delegated by it in its sole and absolute discretion.  In addition to the foregoing benefits,
Employee shall also receive the following individual benefits:


 


a.                                       TRAVEL
BENEFITS.  During the Employment
Period, Employee and Employee’s spouse and eligible dependents shall be
entitled to travel benefits on Company flights (but not charter flights) at a
level and under procedures commensurate with the senior officer level, subject
to IRS requirements, and pursuant to Company policy.  Employee and Employee’s spouse and eligible
dependents of Employee shall be entitled to travel benefits on other airlines
consistent with Company’s interline transportation agreements.


 


b.                                      EXECUTIVE
LONG-TERM DISABILITY INSURANCE PLAN. 
Subject to the applicable waiting periods, Employee will be included, at
Company’s expense, in Company’s Executive Long-Term Disability Insurance Plan,
as it may be amended, supplemented, replaced or terminated from time to time.


 


c.                                       BUSINESS
EXPENSES.  Company shall reimburse
Employee for any and all reasonable out-of-pocket, necessary, customary, and
usual expenses, properly receipted in accordance with Company policies,
incurred by Employee on behalf of Company, provided Employee properly accounts
to Company for such expenses in accordance with the rules and regulations
of the Internal Revenue Service under the Code, and in accordance with the
standard policies and procedures of Company to reimburse business expenses,
which obligation shall survive the termination of this Agreement.


 


d.                                      VACATIONS.  Company will provide reasonable vacations
authorized by the President subject to requirements of operations and as duties
may permit, provided that unused vacation will not be accrued and Company will
not make payment to Employee for unutilized vacation.


 


e.                                       SICK
LEAVE.  Reasonable sick leave for
illness or injury will also be


 


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provided, provided that unused sick leave will not be accrued and
Company will not make payment to Employee for unutilized sick leave.


 


5.                                       CONFIDENTIAL
INFORMATION.  Employee recognizes
that by reason of Employee’s employment by and service to Company, Employee
will occupy a position of trust with respect to business and technical
information of a secret or confidential nature which is the property of Company
which will be imparted to Employee from time to time in the course of the
performance of Employee’s duties hereunder (the “Confidential Information”).  Employee acknowledges that such information
is Company’s valuable and unique asset and agrees that Employee shall not,
during or after the Term of this Agreement, use or disclose directly or
indirectly any of Company’s Confidential Information to any person, except that
Employee may use and disclose to Company’s authorized personnel such
Confidential Information as is reasonably appropriate in the course of the
performance of Employee’s duties hereunder. 
Company’s Confidential Information shall include all information and
knowledge of any nature and in any form relating to Company including, but not
limited to, business plans; development projects; computer software and related
documentation and materials; designs, practices, processes, methods, know-how
and other facts relating to Company’s business; and advertising, promotions,
financial matters, sales and profit figures, and customers or customer lists.


 


6.                                       TERMINATION
OF EMPLOYEE’S EMPLOYMENT.


 


a.                                       DEATH.  If Employee dies while employed by Company,
Employee’s employment shall immediately terminate.  Company’s obligation to pay Employee’s Base
Salary shall cease as of the date of Employee’s death. Thereafter, Employee’s
beneficiaries or estate shall receive benefits, if any, in accordance with
Company’s retirement, insurance, and other applicable benefit plans then in
effect.


 


b.                                      DISABILITY.  If Employee (i) becomes Disabled, as
defined in Company’s Executive Long-Term Disability Plan, (ii) he cannot
be reasonably


 


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accommodated by Company, and (iii) he commences to receive
long-term disability benefits, Employee’s employment may be terminated by
Company or Employee.  During any period
prior to such termination during which Employee is absent from the full-time performance
of Employee’s duties with Company due to Disability, Company shall continue to
pay Employee the Base Salary at the rate in effect at the commencement of such
period of Disability.  Any such payments
made to Employee shall be reduced by amounts received from disability insurance
obtained or provided by Company, and by the amounts of any benefits payable to
Employee, with respect to such period, under Company’s Executive Long-Term
Disability Plan.  Subsequent to the
termination provided for in this Section 6.b., Employee’s eligibility for
any benefits shall be determined under Company’s retirement, insurance, and
other applicable benefit plans then in effect in accordance with the terms of
such plans.


 


c.                                       TERMINATION
BY COMPANY FOR CAUSE.  Company may
terminate Employee’s employment under this Agreement for “Cause” at any time
prior to expiration of the Term of the Agreement, only upon the occurrence of
any one or more of the following events:


 


(i)                                     The
material breach of this Agreement by Employee, including without limitation,
repeated neglect of Employee’s duties, Employee’s repeated material lack of
diligence and attention in performing services as provided in this Agreement,
or Employee’s repeated failure to implement or adhere to Company policies.


 


(ii)                                  Conduct
of a criminal nature that may have an adverse impact on Company’s reputation
and standing in the community.


 


(iii)                               Fraudulent
conduct in connection with the business affairs of Company, regardless of
whether said conduct is designed to defraud Company or others.


 


(iv)                              Conduct at any time or
place which is detrimental to


 


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Hawaiian Airlines’ reputation and/or goodwill
among its customers and/or the community as determined by the company.


 


(v)                                 Conduct
in violation of the Company’s and/or its parent company’s corporate compliance
rules, practices, procedures and ethical guidelines.


 


(vi)                              Material
violation(s) of Company’s House Rules, a
copy of which has been provided to Employee by Company.


 


In the event of termination for Cause, Company’s obligation to pay
Employee’s Base Salary and all benefits shall cease as of the Termination
Date.  If Employee’s employment is
terminated for Cause, Employee’s employment may be terminated immediately
without any advance written notice.


 


d.                                      TERMINATION
BY COMPANY WITHOUT CAUSE.  Company
shall have the right to terminate Employee’s employment prior to the expiration
of the Term, at any time, without Cause. 
In the event Company shall so elect to terminate Employee’s employment
without Cause, Employee shall be entitled to only such payments as may be
required under the terms of Section 7 of this Agreement.  Employee agrees that in the event of his
termination without Cause, the Term of this Agreement will be deemed to be the
period between the Effective Date and the Termination Date.


 


e.                                       TERMINATION
AT END OF TERM.  If Employee
continues to work through the end of the Term, this Agreement will expire at
the end of the Term, and Company’s obligation to pay Employee’s compensation
and fringe benefits shall cease as of the end of the Term.


 


f.                                         RESIGNATION
BY EMPLOYEE.  If Employee voluntarily
resigns his employment at any time during the term of this Agreement, Company’s
obligation to pay Employee’s compensation and fringe benefits shall cease as of
the date of resignation.  Employee agrees
to provide Company with at least thirty (30) days written notice prior to the
effective date of resignation.


 


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Company may elect, in its sole and absolute discretion, to relieve
Employee of his employment duties for all or any part of the thirty (30) day
notice period. However, Employee shall continue to receive compensation and
benefits under this Agreement through the effective date of his resignation.


 


g.                                      RETURN
OF COMPANY PROPERTY.  Upon
termination, Employee will immediately return all Company issued items,
including, but not limited to Company identification badge(s), access card(s),
AOA badge(s), travel card, Friendship Travel Passes (FTPs), computer equipment
(hardware/software), disks and/or electronic data, fax machine(s), pager(s),
company credit card(s), company telephone card(s), access code(s), key(s),
company files, work product, manuals, customer lists, company documents, financial
information, operational information, plans, memoranda, notes, and
correspondence.


 


h.                                      PAYMENT
OF ACCRUED OBLIGATIONS. 
Notwithstanding anything in this Section 6 to the contrary, upon
termination of Employee’s employment for any reason, Company shall pay
Employee: (i) Employee’s Base Salary earned and unpaid through the
Termination Date, if any, and (ii) unreimbursed expenses payable in
accordance with Company policy (“Accrued Expenses”).  The payment of Accrued Expenses shall be made
within ten (10) days following Termination Date.


 


7.                                       PAYMENTS
UPON TERMINATION WITHOUT CAUSE IN EXCHANGE FOR AGREEMENT TO WAIVE ALL CLAIMS.


 


a.                                       If,
during the Term of this Agreement, Employee’s employment is terminated by
Company without Cause, in addition to Accrued Obligations, Employee shall be
entitled to the following payments in exchange for a valid release and waiver
of all claims through the Termination Date that Employee may have at that time
against Company or related persons or entities (“Waiver of All Claims”):
Company shall pay to Employee an amount equal to Employee’s Base Salary and
medical/dental premiums for one year (“the Settlement Sum”).  The Settlement Sum shall be paid in a lump
sum, less applicable withholdings,


 


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on the Termination Date.  Company
shall provide all information for continuation of fringe benefits to the extent
required by law.


 


b.                                      If
Employee fails or refuses to agree to a valid Waiver of All Claims through the
Termination Date, Employee will not be paid any amounts under this Section 7.


 


c.                                       TAX
WITHHOLDING OBLIGATIONS.  At the time
that the Waiver of All Claims is executed, the parties will determine the
extent to which any of the payments provided for in this Section 7 may be
subject to federal, state, or local tax or other withholdings.  Those tax/withholding obligations will be
detailed in the Waiver of All Claims.


 


d.                                      NO
OTHER COMPENSATION OR BENEFITS POST TERMINATION.  No other payment, compensation or fringe
benefit other than as described in this Section 7 and in Section 4.b.
shall be provided to, or owed to, Employee after termination with or without
Cause.


 


e.                                       Employee
shall not be required in any way to mitigate the amount of any payment provided
for in this Section 7, including, but not limited to, by seeking other
employment, nor shall the amount of any payment provided for in this Section 7
be reduced by any compensation earned by Employee as the result of employment
with another employer after the Termination Date, or otherwise.


 


8.                                       NONCOMPETITION
PROVISIONS.


 


a.                                       NONCOMPETITION.  During the Term of this Agreement and for a
period of twelve (12) months commencing on the Termination Date, Employee
agrees and covenants that Employee shall not, directly or indirectly, undertake
to become an employee, officer, partner, consultant or otherwise be connected
with any entity (i) for which, at such time, in excess of 10% of its
revenues are derived from airline operations (including without limitation,
passenger,


 


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charter, military, cargo, or other airline operations) within Hawaii
and/or between Hawaii and the mainland United States, or (ii) in which
Employee’s specific duties and responsibilities are in direct competition with
Company either within Hawaii or on routes to and from Hawaii serviced by
Company. Employee acknowledges and agrees that any breach of this
non-competition provision shall entitle Employer to immediately terminate any
payments to him pursuant to Section 7 of this Agreement.  In addition, Employee agrees that any breach
or threatened breach of this provision 8.a. will entitle Company to an
injunction from any court having jurisdiction over Employee, it being agreed
that any such breach would irreparably harm Company.  In addition, Company will be entitled to such
damages as may be proved in court arising from such breach.


 


b.                                      NONDISPARAGEMENT.  During the Term of this Agreement and for a
period of twelve (12) months commencing on the Termination Date, Employee agrees
that he shall not make any statements that disparage or tend to disparage
Company, its products, services, officers, employees, advisers or other
business contacts.  The parties
acknowledge and agree that each act of such disparagement shall entitle the Company
to $5,000 in liquidated damages, which shall be awarded by an arbitrator
pursuant to the provisions of Section 10 of this Agreement.  In addition, Employee acknowledges that any
breach of this non-disparagement provision shall entitle Company to immediately
terminate any payments pursuant to Section 7 of this Agreement.


 


c.                                       RIGHT
TO COMPANY MATERIALS.  Employee
agrees that all styles, designs, lists, materials, books, files, reports,
correspondence, e-mails and other paper and electronically stored information,
records, and other documents (“Company Materials”) used, prepared, or made
available to Employee, shall be and shall remain the property of Company.  Upon the termination of employment or the
expiration of this Agreement, all Company Materials shall be returned
immediately to Company, and Employee shall not make or retain any copies
thereof.


 


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d.                                      ANTI-SOLICITATION.  Employee promises and agrees that during the
term of this Agreement and for a period of twelve (12) months commencing on the
Termination Date, Employee will not influence or attempt to influence customers
or suppliers of Company or any of its present or future subsidiaries or
affiliates, either directly or indirectly, to divert their business to any
individual, partnership, firm, corporation or other entity then in competition
with the business of Company or any subsidiary or affiliate of Company.
Employee acknowledges and agrees that any breach of this anti-solicitation
provision shall entitle Company to immediately terminate any payments pursuant
to Section 7 of this Agreement.  In
addition, Employee agrees that each act of such solicitation shall entitle
Company to $5,000 in liquidated damages, which shall be awarded by an arbitrator
pursuant to the provisions of Section 10 of this Agreement.


 


e.                                       SOLICITING
EMPLOYEES.  During the term of this
Agreement and for a period of twelve (12) months commencing on the Termination
Date, Employee promises and agrees that Employee will not directly or
indirectly solicit any of Company’s employees to work for any business,
individual, partnership, firm, corporation, or other entity.  Employee acknowledges and agrees that any
breach of this Soliciting Employees provision shall entitle Company to immediately
terminate any payments pursuant to Section 7 of this Agreement. In
addition, Employee agrees that each act of such solicitation shall entitle
Company to $5,000 in liquidated damages, which shall be awarded by an
arbitrator pursuant to the provisions of Section 10 of this Agreement.


 


9.                                       NOTICES.  All notices,  requests, demands and
other communications hereunder shall be in writing and shall be effective upon
receipt.  All notices shall be given or
served personally or sent by facsimile or first class mail, postage prepaid,
addressed as follows:


 


If to Company:


 


Hawaiian Airlines, Inc.


 


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Attn:  Senior Vice President,
People Services Group


3375 Koapaka Street, Suite G-350


Honolulu, Hawaii 96819


Phone:    808/835-3700


Fax:         808/838-6731


 


If to Employee:


 


David Z. Arakawa


99-1378 Hele Mauna Place


Aiea, HI    96701


 


or to such other address which the party receiving the notice has
notified the party giving the notice in the manner aforesaid.


 


10.                                 ARBITRATION
CLAUSE/ATTORNEY’S FEES.  Any
controversy or claim arising out of or relating to this Agreement (other than a
breach of Provision 8.a.) shall be settled by expedited arbitration
administered by Dispute Prevention and Resolution, Inc. (“DPR”) in
Honolulu, Hawaii under its rules applicable to the arbitration of
employment disputes, and judgment upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.  In the event judicial, quasi-judicial or
arbitral determination is necessary to resolve any dispute arising as to the
parties’ rights and obligations hereunder, Company and Employee shall each bear
their respective attorney’s fees and costs associated with such dispute.


 


11.                                 TERMINATION
OF PRIOR AGREEMENTS.  This Agreement
terminates and supersedes any and all prior agreements and understandings
between the parties with respect to employment or with respect to the
compensation of Employee by Company from, and after the Effective Date.


 


12.                                 ASSIGNMENT:
SUCCESSORS.  This Agreement is
personal in its nature and neither of the parties hereto shall, without the
consent of the other, assign or


 


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transfer this Agreement or any rights or obligations hereunder;
provided that, in the event of the merger, consolidation, transfer, or sale of
all or substantially all of the assets of Company with or to any other
individual or entity, this Agreement shall, subject to the provisions hereof,
be binding upon, and inure to the benefit of such successor and such successor
shall discharge and perform all the promises, covenants, duties, and
obligations of Company hereunder.


 


13.                                 GOVERNING
LAW.  This Agreement and the legal
relations thus created between the parties hereto shall be governed by and
construed under and in accordance with the laws of the State of Hawaii.


 


14.                                 ENTIRE
AGREEMENT: HEADINGS.  This Agreement
embodies the entire agreement of the parties respecting the matters within its
scope and may be modified only in writing. 
Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.


 


15.                                 WAIVER;
MODIFICATION.  Company’s failure to
insist upon strict compliance with any of the terms, covenants, or conditions
hereof shall not be deemed a waiver of such term, covenant, or condition, nor
shall any waiver or relinquishment of, or failure to insist upon strict
compliance with, any right or power hereunder at any one or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.  This Agreement shall not be
modified in any respect except by a writing executed by each party hereto.


 


16.                                 SEVERABILITY.  In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any statute or public policy, only the portions of this Agreement that violate
such statute or public policy shall be stricken.  All portions of this Agreement that do not
violate any statute or public policy shall continue in full force and effect.
Further, any court order striking any portion of this Agreement shall modify
the


 


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stricken terms as narrowly as possible to give as much effect as possible
to the intentions of the parties under this Agreement.


 


17.                                 INDEMNIFICATION.  Company shall indemnify and hold Employee
harmless to the maximum extent permitted by Section 415-5 of the Hawaii
Business Corporation Act, and the Restated Articles of Incorporation and
Amended Bylaws of Hawaiian Airlines, Inc. 
Company will maintain a directors and officers liability insurance
policy during the term of this Agreement, which policy shall name Employee as
an insured.


 


18.                                 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 instrument.


 


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19.                                 FACSIMILE
SIGNATURES.  This Agreement may be
executed by the parties by facsimile, and facsimile signatures shall be
binding.


 


IN WITNESS WHEREOF, Company has caused this Agreement to be executed by
its duly authorized officers, and Employee has hereunto signed this Agreement,
as of the date first above written.


 


 


	
  HAWAIIAN AIRLINES, INC.:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark B. Dunkerley

  	
   

  	
  By:

  	
  /s/ David Z. Arakawa

  	
   

  
	
   

  	
  Mark B. Dunkerley

  	
    David Z. Arakawa

  
	
   

  	
  President and Chief Operating Officer

  	
   

  
							



 


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Attachment A


 


Senior Vice President, General Counsel and
Corporate Secretary


Duties and Responsibilities


 


SUMMARY:


 


Performs complex legal work for the highest levels of Hawaiian Airlines, Inc.
(“Company”) administration.  Advises
Company’s senior leadership on legal issues of significant importance to
Company operations.  Represents the
Company in legal proceedings or supervises such representation.  Analyzes legal and regulatory issues affecting
Company operations and develops institutional policies.  Supervises and trains attorneys and other
professional legal staff assigned to him.


 


DUTIES AND RESPONSIBILITIES:


 


1.                                       Provides legal
counsel and guidance to officers and upper management on legal matters relevant
to Company; coordinates and supervises legal services for Company’s senior
administrators and executives; supervises and trains Company’s attorneys and
paralegals assigned to him; manages workloads, provides advice and guidance for
projects; assigns, supervises, and critiques legal services of Company’s
attorneys and paralegals; conducts performance appraisals; supervises and
coordinates work of outside attorneys and consults with them on sensitive legal
issues; develops and manages budgets and supervises financial management and
office operations.


 


2.                                       Drafts, reviews
and approves policies and procedures, bylaws, resolutions and other documents
related to governance, regulatory compliance, and business operations of the
Company, its facilities, and its governing boards, advisory boards and
affiliated corporate


 


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entities.


 


3.                                       Anticipates and
identifies legal issues of concern to senior Company officials, and develops
legal strategies and solutions, often in situations of great financial,
political and/or public relations risk or significance, and with limited time
for assessing alternatives; provides advice to senior Company officials for
strategic planning purposes and participates in Company strategic planning.


 


4.                                       Drafts and
reviews, or supervises drafting and review, of contracts and related documents
for conduct of Company’s business, procurement of goods and services,
affiliations with other entities, confidentiality of proprietary information,
employment, leases of space and equipment, software licenses, and electronic
transmission of data; trains Company staff in contract review.


 


5.                                       Analyzes a broad
range of complex laws and regulations affecting the Company in areas of legal
specialty, including but not limited to federal and state laws and regulations
affecting the business of airlines (for example, laws, regulations, and
constitutional provisions regarding aviation, real estate, taxation, insurance,
safety and security, antitrust, procurement, compliance, taxation, etc.);
prepares opinions of counsel as needed.


 


6.                                       Represents
senior administrators, executives and managers in administrative hearings, and
represents or oversees the representation of the Company and its officials in
complex litigation; negotiates, supervises, or provides advice regarding negotiation
of settlements involving complex legal issues or transactions on behalf of the
Company; provides advice and representation regarding regulatory audits,
settlements and appeals.


 


7.                                       Participates in
development of federal and state legislative strategy;


 


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drafts and reviews legislative bills and amendments affecting the
Company; develops priority bill summaries; tracks priority bill activity; and
supervises communication to the Company leadership of information regarding
legislative activity.


 


8.                                                               Provides advice for, and
participates in, negotiations with federal, state and local government
officials regarding Company relationships with those entities.


 


9.                                                               Conducts training of Company
personnel in areas of legal specialty and develops training materials; provides
advice regarding training needs at Company in areas of legal specialty and in
compliance with training requirements imposed by regulations.


 


10.                                 Enhances
professional growth and development through participation in seminars and
workshops; maintains professional affiliations to keep abreast of developments
and trends in aviation law.


 


11.                                 Performs
miscellaneous job-related duties as assigned.


 


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