ATA Holdings, Inc. 8-K 10.21.05 Exhibit 10.1


    EMPLOYMENT
      AGREEMENT

    between

    ATA
      AIRLINES, INC.,

    ATA
      HOLDINGS CORP.,

    and

    JOHN
      G. DENISON

    


    


    (Effective
      September 1, 2005)

    



    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EMPLOYMENT
      AGREEMENT

    between

    ATA
      AIRLINES, INC.,

    ATA
      HOLDINGS CORP.,

    and

    JOHN
      G. DENISON

    


    This
      Employment Agreement (“Agreement”)
      is
      made and entered into by and between ATA Airlines, Inc. (“ATA”),
      ATA
      Holdings Corp. (“Holdings”;
      ATA
      and Holdings are referred to jointly and severally as the "Companies"),
      and
      John G. Denison (“Executive”).

     

    Recitals

     

    A.  On
      October 26, 2004, each of the Companies filed with the United States
      Bankruptcy Court for the Southern District of Indiana, Indianapolis Division
      (the "Bankruptcy Court"), its respective voluntary petition for relief under
      Chapter 11 of Title 11 of the United States Code,
      11 U.S.C. §§ 101 et seq.
      as
      amended (the "Bankruptcy Code"; the Chapter 11 cases initiated by these filings
      are collectively called the "Chapter 11 Cases") The Companies each continue
      to
      operate their businesses and manage their properties as debtors-in-possession
      pursuant to the Bankruptcy Code. 

     

    B.  ATA
      and
      Executive are parties to that certain Employment Agreement dated effective
      as of
      February 21, 2005 (the “Initial Employment Agreement”), pursuant to which
      Executive serves as President and Chief Executive Officer of ATA. 

     

    C.  
      The
      Companies desire for Executive to continue to be employed by ATA as its
      President and Chief Executive Officer and also to serve as President and Chief
      Executive Officer of Holdings, all in accordance with the terms of this
      Agreement.

     

    D.  The
      Companies intend to seek confirmation of plans of reorganization as soon as
      feasible, and if possible, by December 31, 2005. Pursuant to the reorganization
      plan confirmed for ATA, Holdings may continue as the sole shareholder of ATA
      or
      a corporation other than Holdings may become the owner and holder of all of
      the
      issued and outstanding capital stock of ATA. The term "New ATA"
      as used
      in this Agreement means the corporation which, after the confirmation of, and
      pursuant to a plan of reorganization for ATA or Holdings in the Chapter 11
      Cases, owns and holds all of the issued and outstanding capital stock of ATA
      and, by whatever means, is or has become the employer of Executive as its Chief
      Executive Officer, or if there is no such corporate owner and employer, then
      the
      term shall mean ATA, as reorganized pursuant to such confirmed plan of
      reorganization. As used in this Agreement: (a) the term "Companies"
      shall
      mean, collectively, ATA and Holdings, except that from and after the
      confirmation of a plan of reorganization for ATA in ATA's Chapter 11 Case,
      the
      term shall mean, collectively, ATA and New ATA; (b) the term "Company"
      shall
      mean any one of the Companies.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Agreement

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals, the mutual promises
      set
      forth in this Agreement, and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the Companies and Executive
      agree as follows:

     

    1.  Effective
      Date. This
      Agreement shall not become effective until it shall have been authorized by
      the
      Bankruptcy Court in the Chapter 11 Cases. Subject to that approval,
      this
      Agreement shall be effective for all purposes as of September 1, 2005
      (the
“Effective
      Date”).
      

     

    2.  Term
      of Employment. The
      term
      of this Agreement shall begin on the Effective Date and continue through
      December 31, 2007, subject, however, to earlier termination as provided in
      Section 8 of this Agreement (the “Term”).

     

    3.  Position
      and Responsibilities. During
      the Term, Executive will serve as President and Chief Executive Officer of
      each
      of the Companies and in such additional executive positions as each of the
      Companies may designate from time to time during the Term. Executive agrees
      to
      perform all of the duties and responsibilities associated with such positions
      as
      well as other duties and responsibilities that may be assigned to Executive
      from
      time to time by the Board of Directors of each of the Companies. In addition,
      Executive's additional duties shall include providing the Board of Directors
      of
      each of the Companies periodic evaluations of the officers of the Companies
      working under Executive’s supervision or review, with a specific view of each
      individual’s qualifications and ability as a potential successor President and
      Chief Executive Officer of the Companies. Executive will report to the
      respective Boards of Directors of the Companies. In recognition of Executive’s
      role as President and Chief Executive Officer, it Executive shall continue
      to
      serve as a member of the Boards of Directors of the Companies during the Term.
      

     

    4.  Location
      and Travel.
      Executive’s employment positions will be based at ATA’s corporate headquarters
      in Indianapolis, Indiana, and Executive will be expected to spend the vast
      majority of his employment time at such headquarters. The Companies understand
      that Executive’s permanent residence is in Dallas, Texas, and the Companies
      acknowledge that Executive may continue to commute weekly or bi-weekly to such
      permanent residence consistent with Executive’s commuting practices during his
      employment under the Initial Employment Agreement, as long as such commuting
      does not interfere unreasonably with the execution of Executive’s duties for the
      Companies. Given Executive’s positions for the Companies and the nature of the
      Companies’ business, the performance of Executive’s duties will entail
      significant travel around North America and occasionally abroad. ATA will
      reimburse Executive for all reasonable and actual travel expenses, subject
      to
      Executive’s compliance with applicable employee travel policies and guidelines
      of the Companies, as in effect from time to time. 

     

    5.  Standard
      of Care. During
      the Term, Executive (a) will devote his full working time, attention, energies
      and skills exclusively to the business and affairs of the Companies; (b) will
      exercise the highest degree of loyalty and the highest standards of conduct
      in
      the performance of his duties; (c) will not, except as noted herein, engage
      in
      any other business activity, whether or not such business activity is pursued
      for gain, profit or other pecuniary advantage, without the express written
      consent of the Companies; and (d) will not take any action that deprives the
      Companies of any business opportunities or otherwise act in a manner that
      conflicts with the best interests of the Companies or that is detrimental to
      the
      business of the Companies; provided, however, this Section 5 shall not be
      construed as preventing Executive (x) from investing his personal assets in
      such
      form or manner as will not require his services in any capacity in the
      operations and affairs of the businesses in which such investments are made,
      or
      (y) from participating in charitable or other not-for-profit activities as
      long
      as such activities do not interfere with Executive’s work for the Companies.


     

    
      
         

      

      
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    6.  Compensation
      and Benefits. As
      remuneration for all services to be rendered by Executive during the Term
      pursuant to this Agreement, and as consideration for complying with the
      covenants herein, the Companies shall pay and provide to Executive the
      following: 

     

    6.1.  Annual
      Base Salary.
      Executive’s base salary shall be the nominal amount of Three Hundred Fifty
      Thousand Dollars ($350,000) on an annualized basis; provided, however,
      consistent with salary reductions taken by other executives of the Companies,
      the Companies shall pay Executive a reduced base salary of Two Hundred Eighty
      Thousand Dollars ($280,000) on an annualized basis (the “Base
      Salary”)
      unless
      and until Executive and the Companies agree to a different amount. The Companies
      will review the Base Salary on an annual basis to determine any appropriate
      annual increase in Base Salary, based on considerations such as Executive's
      performance, market compensation conditions, the financial performance of the
      Companies and inflation. The Base Salary shall be paid to Executive consistent
      with the Companies customary payroll practices. 

     

    6.2.  Incentive
      Bonus. Executive
      will be eligible to earn annual incentive bonus compensation from the Companies.
      The amount of the incentive bonus compensation, if any, shall be determined
      at
      the discretion of the Board of Directors of New ATA, with Executive not
      participating in the determination. Such annual incentive compensation will
      target 50% to 125% of Executive’s Base Salary and will be based on a combination
      of the achievement by the Companies on a consolidated basis of performance
      goals
      established by the Board of Directors of New ATA prior to the start of the
      calendar year for which the bonus is being determined, as well as such Board’s
      assessment of Executive’s performance as President and Chief Executive Officer
      of the Companies. The first annual incentive bonus compensation will be
      considered in January, 2007, relating to performance during calendar year 2006.
      New ATA also will consider in January, 2008, an incentive bonus for Executive
      relating to performance during calendar year 2007, notwithstanding that the
      term
      of Executive’s employment is to end at December 31, 2007. 

     

    
      
         

      

      
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    6.3.  Equity
      Participation.
      An
      important part of Executive’s compensation as President and Chief Executive
      Officer of the Companies is to be in the form of equity participation,
      particularly given that Executive has agreed to a below-market annual Base
      Salary under this Agreement. The parties further acknowledge that it is not
      possible at the Effective Date of this Agreement for the parties to specify
      with
      precision the form of such equity participation because, among other reasons,
      the ultimate capital structure and valuation of New ATA upon emergence from
      bankruptcy are not yet known. Accordingly, Executive’s equity participation will
      be determined by mutual agreement at a future time closer to the actual date
      of
      the confirmation of a plan of reorganization and the emergence of ATA from
      bankruptcy, when the issues of capital structure and valuation of New ATA have
      been resolved, provided such equity participation is guided by the following
      principles: (a) the structure and form of Executive’s equity participation will
      align Executive’s long term interests with those of New ATA and its shareholders
      pursuant to which Executive will gain from the increase in shareholder equity
      that is created; (b) Executive’s equity participation will vest ratably over the
      remaining scheduled term of his employment and will vest immediately if New
      ATA
      or ATA terminates Executive’s employment without Cause or if Executive
      terminates his employment because of a Change in Control occurring after ATA’s
      exit from bankruptcy (and not in connection with that exit); (c) the life of
      the
      equity vehicle will be set in a manner to allow Executive to benefit from the
      potential long-term appreciation in New ATA equity. For example, if stock
      options are deployed, such options will have a minimum life of seven (7) years
      and a maximum life of ten (10) years, and Executive will be able to hold all
      vested options for their full term even after Executive is no longer employed
      by
      any of the Companies; (d) the value of the equity participation, over the full
      life of the equity vehicle deployed and as determined by the Black-Scholes
      method, should be set at a level consistent with comparable CEO-level
      appointments (post-bankruptcy and normal course of business) at mid-size
      carriers in the airline industry subject to reasonableness standards; (e) the
      value of the equity participation will also reflect Executive’s assistance to
      ATA in connection with its cost control and reduction efforts by Executive’s
      election to forego the bankruptcy exit bonus that would have been due Executive
      under the Initial Employment Agreement; (f) the strike price for any equity
      vehicle will be equal to the lower of (i) the valuation set forth in the final
      Disclosure Statement issued in connection with the confirmed reorganization
      plan
      for the Companies or (ii) the average closing price of the capital stock of
      New
      ATA over the first thirty (30) days after (A) exit from bankruptcy protection,
      and (B) at least twenty-five percent (25%) of New ATA’s capital stock having
      been distributed, so as to place Executive on the same basis as the shareholders
      of New ATA; and (g) the specific vehicle(s) selected for equity participation
      will reflect the parties’ objective of aligning Executive’s equity participation
      interest with the creation of long-term value for New ATA shareholders while
      serving Executive and New ATA in a tax efficient manner; the parties currently
      believe that the most advantageous vehicle would be stock options. At the
      appropriate juncture during the Term but in no event later than seventy-five
      (75) days after the effective date of a confirmed plan of reorganization of
      ATA
      and/or Holdings (the "Effective Reorganization Date"), the parties agree to
      negotiate and implement an equity participation benefits and awards for
      Executive consistent with the foregoing general principles.

     

    
      
         

      

      
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    6.4.  Employee
      Benefits. The
      Companies shall provide to Executive and his eligible dependents employee fringe
      benefits to which other employees of the Companies and their eligible dependents
      are generally entitled, subject to the eligibility requirements and other terms
      and conditions of such plans. Nothing contained in this Section shall obligate
      the Companies to institute, maintain or refrain from changing, amending or
      discontinuing any employee fringe benefit plan, so long as such changes are
      similarly applicable to other employees generally. 

     

    6.5.  Vacation.
      Executive shall be entitled to twenty (20) vacation days per year.

     

    6.6.  Relocation
      Benefits.
      If
      Executive relocates his permanent residence to the Indianapolis, Indiana area
      before December 31, 2006, Executive will be entitled to relocation benefits
      in
      accordance with the executive relocation package policy of the Companies, or
      if
      there is more than one, the policy of Holdings.

     

    6.7.  Travel
      Benefits.
      Executive shall be entitled to participate in ATA’s travel benefits program
      subject to the terms and conditions of such program, which program may be
      amended from time to time.

     

    6.8.  Joint
      and Several Obligations.
      All
      compensation, benefit and other commitments, liabilities and obligations of
      the
      Companies to Executive arising under, pursuant to, by virtue of or in connection
      with this Agreement while Executive serves as Chief Executive Officer of the
      Companies shall be the joint and several obligations and liabilities of the
      Companies. If for any reason Executive shall cease to be employed as Chief
      Executive Officer of one of the Companies but continues to be employed as the
      Chief Executive Officer of the other Companies, then the compensation, benefits
      and other commitments, liabilities, and obligations to Executive arising under,
      pursuant to, by virtue of or in connection with this Agreement from and after
      termination of Executive's employment with that one Company shall be joint
      and
      several among such of the Companies as then continue to employ Executive. The
      Companies may elect to allocate among themselves the costs of the employment
      of
      Executive under and pursuant to this Agreement, with the allocation being based
      on whatever factors the Companies mutually determine are appropriate, but in
      the
      absence of such an allocation agreement, all costs of the employment of
      Executive shall be allocated to ATA. As a matter of convenience to the
      Companies, one of the Companies may pay compensation and benefits to Executive
      on behalf of the Companies.

     

    7.  Reimbursement
      of Business Expenses. The
      Companies shall pay or reimburse Executive for all ordinary and necessary
      expenses, in a reasonable amount, which Executive incurs in performing his
      duties under this Agreement. Such expenses shall be paid or reimbursed to
      Executive consistent with the expense reimbursement policies of the Companies
      in
      effect from time to time and Executive agrees to abide by any such expense
      reimbursement policies. 

     

    8.  Termination
      of Employment. 

     

    8.1.  Termination
      Due to Death.
      If
      Executive dies during the Term, this Agreement shall terminate on the date
      of
      Executive’s death. Upon the death of Executive, the obligation to pay and
      provide to Executive compensation and benefits under this Agreement shall
      immediately terminate, except: (a) Executive shall be paid by the Companies
      that portion of his Base Salary, at the rate then in effect, which shall have
      been earned through the termination date; and (b)  Executive shall be
      paid
      or provided by the Companies such other payments and benefits, if any, which
      had
      accrued hereunder before Executive’s death. Other than the foregoing, the
      Companies shall have no further obligations to Executive (or Executive’s estate,
      heirs, executors, administrators and personal representatives) under this
      Agreement. 

     

    
      
         

      

      
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    8.2.  Termination
      Due to Disability. If
      Executive suffers a Disability, the Companies shall have the right to terminate
      this Agreement and Executive’s employment with the Companies. The Companies
      shall deliver written notice to Executive of the Companies’ termination because
      of Disability, pursuant to this Section 8.2, specifying in such notice
      a
      termination date, and this Agreement and Executive’s employment by the Companies
      shall terminate at the close business on the specified termination date.


     

    Upon
      the
      termination of this Agreement because of Disability, the obligation to pay
      and
      provide to Executive compensation and benefits under this Agreement shall
      immediately terminate, except: (a)  Executive shall be paid by the
      Companies that portion of his Base Salary, at the rate then in effect, which
      shall have been earned through the termination date; and (b)  Executive
      shall be paid or provided by the Companies such other payments and benefits,
      if
      any, which had accrued hereunder before the termination for Disability.


     

    The
      term
“Disability”
      shall
      mean either (i) when Executive is deemed disabled in accordance with
      the
      long-term disability insurance policy or plan, if any, of the Companies in
      effect at the time of the illness or injury causing the disability and under
      which Executive is insured, or if no such policy or plan is in effect,
      (ii) the inability of Executive, because of injury, illness, disease
      or
      bodily or mental infirmity as determined by a physician reasonably acceptable
      to
      the Companies, to perform the essential functions of his job (with or without
      reasonable accommodation) for more than one hundred twenty (120) days during
      any
      period of twelve (12) consecutive months. 

     

    8.3.  Termination
      Without Cause.
      At any
      time during the Term, the Companies may terminate this Agreement and Executive’s
      employment with the Companies without cause for any reason or no reason by
      notifying Executive in writing of the Companies’ intent to terminate, specifying
      in such notice the effective termination date, and this Agreement and
      Executive’s employment with the Companies shall terminate at the close of
      business on the termination date specified in the Companies’ notice. Upon
      termination of Executive’s employment by the Companies without cause, the
      obligation to pay and provide Executive compensation and benefits under this
      Agreement shall immediately terminate, except: (a)  Executive shall
      be paid
      that portion of his Base Salary, at the rate then in effect, which shall have
      been earned through the termination date; (b)  Executive shall be paid
      or
      provided such other payments and benefits, if any, which had accrued hereunder
      before the termination date; (c) the Companies shall pay Executive
      severance compensation in the form of salary continuation at Executive’s Base
      Salary rate, as then in effect, for a period of twelve (12) months following
      the
      termination date; and (d) the Companies shall pay Executive supplemental
      severance compensation consisting of twelve (12) monthly payments each equal
      to
      the sum of (i) an amount equal to the monthly COBRA premium Executive would
      pay
      if he elected to exercise his COBRA rights to continue group health and dental
      insurance coverage for himself and any eligible dependents, and (ii) an amount
      equal to the estimated federal and state tax liability that Executive will
      incur
      as a result of his receipt of the amounts set forth in this subpart (d) so
      that
      such supplemental payments are fully grossed-up (the payments set forth in
      this
      subpart (d) shall hereinafter be referred to as the “Supplemental
      Severance Payments”).
      Other
      than the foregoing, the Companies shall have no further obligations to Executive
      under this Agreement.

     

    
      
         

      

      
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    8.4.  Termination
      For Cause. At
      any
      time during the Term, the Companies may terminate this Agreement and Executive’s
      employment with the Companies for “Cause” as provided in this Section 8.4.
      The term “Cause”
      shall
      mean the occurrence of one or more of the following events: (a) Executive’s
      gross or habitual neglect of his employment duties and responsibilities;
      (b) Executive’s conviction of, pleading guilty to, or pleading nolo
      contendere
      or its
      equivalent to, a felony or any crime involving moral turpitude; (c) Executive’s
      engaging in any illegal conduct or willful misconduct in the performance of
      his
      employment duties for any of the Companies (or their affiliates); (d)
      Executive’s engaging in any fraudulent or dishonest conduct in his dealings
      with, or on behalf of, any of the Companies (or their affiliates);
      (e) Executive’s failure or refusal to follow the lawful instructions of the
      Board of Directors of any of the Companies, if such failure or refusal continues
      for a period of five (5) calendar days after the Board of Directors of any
      of
      the Companies delivers to Executive a written notice stating the instructions
      which Executive has failed or refused to follow; (f) Executive’s breach of his
      obligations under this Agreement; (g) Executive’s gross negligence in the
      performance of his employment duties under this Agreement; or (h) Executive’s
      misuse of alcohol or drugs which interferes materially with the performance
      of
      Executive’s employment duties for any of the Companies. 

     

    Upon
      the
      occurrence of any of the events specified above, the Companies may terminate
      Executive’s employment for Cause by notifying Executive in writing of its
      decision to terminate his employment for Cause, and Executive’s employment and
      this Agreement shall terminate at the close of business on the date on which
      the
      Companies give such notice. 

     

    Upon
      termination of Executive’s employment by the Companies for Cause, the obligation
      to pay or provide Executive compensation and benefits under this Agreement
      shall
      terminate, except: (a)  Executive shall be paid that portion of his
      Base
      Salary, at the rate then in effect, which shall have been earned through the
      termination date; and (b)  Executive shall be paid or provided such
      other
      payments or benefits, if any, which had accrued hereunder before the termination
      date. 

     

    
      
         

      

      
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    8.5.  Termination
      by Executive Without Good Reason. At
      any
      time during the Term, Executive may terminate his employment without Good Reason
      by giving the Companies at least ninety (90) calendar days written notice of
      termination without Good Reason. Upon termination of Executive’s employment by
      Executive without Good Reason, the obligation to pay or provide Executive
      compensation and benefits under this Agreement shall terminate, except: (a)
      Executive shall be paid that portion of his Base Salary, at the rate then in
      effect, which shall have been earned through the termination date; and (b)
      Executive shall be paid or provided such other payments or benefits, if any,
      which had accrued hereunder before the termination date. 

     

    8.6.  Termination
      by Executive for Good Reason.
      At any
      time during the Term, Executive may terminate his employment with the Companies
      for Good Reason by giving the Companies written notice of termination for Good
      Reason. For purposes of this Agreement, the term “Good
      Reason”
      shall
      mean any of the following:

     

    (a)  any
      material breach by any of the Companies of any provision of this Agreement
      which
      is not cured by the breaching Company within ten (10) business days of receipt
      by that Company of written notice from Executive specifying with particularity
      the existence and nature of the breach; or

     

    (b)  Executive’s
      termination of his employment for any reason within three (3) months immediately
      following a Change in Control.

     

    If
      this
      Agreement and Executive’s employment are terminated by Executive for Good Reason
      pursuant to this Section 8.6, the obligation to pay or provide Executive
      compensation and benefits under this Agreement shall terminate,
      except:  (a)  Executive shall be paid that portion of
      his Base
      Salary, at the rate then in effect, which shall have been earned through the
      termination date; (b)  Executive shall be paid or provided such other
      payments or benefits, if any, which had accrued hereunder before the termination
      date; (c) the Companies shall pay Executive severance compensation in
      the
      form of salary continuation payments at Executive’s Base Salary rate, at the
      rate then in effect, for a period of twelve (12) months following the
      termination date; and (d) the Companies shall pay Executive the Supplemental
      Severance Payments. 

     

    8.7.  Definition
      of Change in Control.
      For
      purposes of this Agreement, the term “Change in Control” means and shall be
      deemed to have occurred upon the occurrence of any one or more of the
      following:

     

    (a)  entry
      by
      the Court in the Bankruptcy Proceeding of a final, non-appealable order
      confirming a plan of reorganization of both or either of the
      Companies;

     

    (b)  consummation
      of a sale or other disposition of all or substantially all of the assets of
      ATA,
      or of all of the issued and outstanding capital stock of ATA which is now owned
      by Holdings, other than to New ATA;

     

    (c)  following
      the confirmation of a plan of reorganization for ATA, and not pursuant to such
      plan, the acquisition by any individual, entity, or group of beneficial
      ownership of more than percent (50%) of the outstanding equity interests of
      ATA
      or New ATA; 

     

    
      
         

      

      
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    (d)  a
      majority of the members of the Board of Directors of New ATA or ATA are not
      Continuing Directors; or 

     

    (e)  following
      the confirmation of a plan of reorganization for ATA, and not pursuant to such
      plan, there shall occur a consummation of a plan of merger or consolidation
      involving ATA or New ATA pursuant to which after the merger or consolidation
      more than fifty percent (50%) of the equity interests of the surviving entity
      is
      owned or controlled by a person or entity other than New ATA.

     

    As
      used
      above, the term "Continuing Directors"
      means,
      as of any date of determination, any member of the board of directors of ATA
      or
      New ATA who (i) was a member of such board of directors thirty (30) days
      following the date on which a confirmed plan of reorganization for ATA, as
      confirmed in the Chapter 11 case, becomes effective, or (ii) was nominated
      for
      election or elected to such board of directors by a majority of the Continuing
      Directors who were members of such Board at the time of such nomination or
      election.

     

    8.8.  Severance
      Release.
      Executive acknowledges and agrees that as a condition to receiving any of the
      severance compensation (including the Supplemental Severance Payments) pursuant
      to Section 8.3 or 8.6 of this Agreement (such severance compensation
      being
      collectively referred to as the "Severance
      Compensation"),
      Executive shall execute and deliver to the Companies a Release Agreement in
      form
      and substance reasonably satisfactory to the Companies pursuant to which
      Executive releases and waives any and all claims against the Companies and
      their
      affiliates arising out of this Agreement, Executive’s employment with the
      Companies, Executive’s work for the Companies or their affiliates and/or the
      termination of Executive’s employment with the Companies; provided, however,
      that such Release Agreement shall not affect or relinquish (a) any vested
      rights Executive may have under any insurance or other employee benefit plans
      sponsored by any of the Companies, (b) any claims for salary or other
      compensation earned by Executive prior to the employment termination date;
      (c) any claims for reimbursement of business expenses incurred prior
      to the
      employment termination date, (d) any rights to Severance Compensation;
      or
      (e) Executive's rights to indemnification pursuant to Section 12 of this
      Agreement or by law. In the event Executive dies during the period he is
      receiving any Severance Compensation, the Companies' obligation to pay such
      Severance Compensation shall not terminate, and the unpaid portion of such
      Severance Compensation shall be paid in a lump sum to Executive's estate as
      soon
      as administratively feasible.

     

    8.9.  Resignation
      as Officer and/or Director Upon Employment Termination.
      In the
      event Executive’s employment with the Companies terminates for any reason
      (including, without limitation, pursuant to Sections 8.1 - 8.6 herein),
      Executive agrees and covenants that he will immediately resign any and all
      positions, including, without limitation, as an officer and/or member of the
      Board of Directors or any other governing boards, he may hold with the Companies
      or any of their affiliates. 

     

    
      
         

      

      
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    8.10.  No
      Duplication.
      Executive acknowledges that, unless otherwise provided for in any policy or
      plan
      governing severance benefits for employees of either of the Companies, including
      Executive, Executive shall be entitled only to the Severance Compensation as
      a
      severance benefit related to his employment under this Agreement.

     

    9.  Non-Disclosure.
      Executive
      acknowledges that during the course of Executive’s employment with the Companies
      Executive will be creating, making use of, acquiring, and/or adding to
      confidential information relating to the business and affairs of the Companies
      (and their affiliates), which information will include, without limitation,
      procedures, methods, manuals, lists of customers, suppliers and other contacts,
      sales and other reports, marketing plans, business plans, financial data, and
      personnel information. Executive covenants and agrees that Executive shall
      not,
      at any time during Executive’s employment with the Companies or thereafter at
      any time, directly or indirectly, use, divulge or disclose for any purpose
      whatsoever any of the Companies’ (or their affiliates’) confidential information
      or trade secrets, except in the course of Executive’s work for and on behalf of
      the Companies (or their affiliates). During Executive’s employment by the
      Companies, any inventions, new devices or procedures, as well as any patent,
      copyright or trademark applications filed, or patents, copyrights or trademarks
      obtained, as a result of Executive’s efforts on behalf of the Companies (or any
      of their affiliates) shall belong and inure to the exclusive benefit of the
      Companies. Upon the termination of Executive’s employment with the Companies, or
      at any of the Companies’ request, Executive shall immediately deliver to the
      Companies any and all records, documents, or electronic data (in whatever form
      or media), and all copies thereof, in Executive’s possession or under
      Executive’s control, whether prepared by Executive or others, containing
      confidential information or trade secrets relating to the Companies (or their
      affiliates). Executive acknowledges and agrees that his obligations under this
      Section shall survive the expiration or termination of this Agreement and the
      cessation of his employment with the Companies for whatever reason.


     

    10.  Restrictive
      Covenants. Executive
      acknowledges that in connection with his employment with the Companies, he
      will
      provide executive-level services that are of a unique and special value and
      that
      he will be entrusted with confidential and proprietary information concerning
      the Companies and their affiliates. Executive further acknowledges that the
      Companies and their affiliates are engaged in highly competitive businesses
      and
      that the Companies and their affiliates expend substantial amounts of time,
      money and effort to develop trade secrets, business strategies, customer
      relationships, employee relationships and goodwill. Therefore, as an essential
      part of this Agreement, Executive agrees and covenants to comply with the
      following restrictive covenants.

     

    10.1.  Non-Competition.
      Executive agrees to comply with the non-competition covenants set forth in
      this
      Section 10.1. Executive may at any time waive his right to receive Severance
      Compensation (including during the period that he is receiving Severance
      Compensation) by notifying ATA in writing of such waiver, at which point
      Executive will no longer be entitled to receive any further Severance
      Compensation and Executive will no longer be bound by the non-competition
      covenants set forth in Section 10.1 of this Agreement. If Executive violates
      any
      of the non-competition covenants set forth in Section 10.1 of this Agreement,
      Executive will not be entitled to payment of any further Severance Compensation.
      

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (a)  During
      the term of Executive’s employment with the Companies under this Agreement and
      thereafter during the period that Executive is actually receiving Severance
      Compensation after the termination of such employment (the "Post-Termination
      Period"),
      Executive will not own, manage, operate, control, invest in, lend to, acquire
      an
      interest in, or otherwise engage or participate in (whether as an employee,
      independent contractor, consultant, partner, shareholder, joint venturer,
      investor or any other type of participant), or use or permit Executive’s name to
      be used in, any business which competes with any Business (as defined below).
      For purposes of clarity, if this Agreement terminates and Executive is not
      to
      receive Severance Compensation following such termination, the non-competition
      covenants in this Section 10.1 shall no longer be in effect. Further, if
      following a termination of this Agreement Executive is to be receiving Severance
      Compensation but the Companies default in its payment following ten (10) days'
      written notice to the Companies from Executive, the non-competition covenants
      in
      this Section 10.1 shall expire and shall no longer be in effect. 

     

    (b)  During
      Executive’s employment under this Agreement and thereafter during the
      Post-Termination Period, Executive will not within the Restricted Geographic
      Territory own, manage, operate, control, invest in, lend to, acquire an interest
      in, or otherwise engage or participate in (whether as an employee, independent
      contractor, consultant, partner, shareholder, joint venturer, investor or any
      other type of participant), or use or permit Executive’s name to be used in, any
      business which competes with any Business. The parties acknowledge and agree
      that the Business is generally located at least within the Restricted Geographic
      Territory, extends throughout the Restricted Geographic Territory and is not
      limited to any particular region of the Restricted Geographic Territory.


     

    (c)  During
      Executive’s employment under this Agreement and thereafter during the
      Post-Termination Period, Executive will not within the Restricted Geographic
      Territory own, manage, operate, control, invest in, lend to, acquire an interest
      in, or otherwise engage or participate in (whether as an employee, independent
      contractor, consultant, partner, shareholder, joint venturer, investor or any
      other type of participant), or use or permit Executive’s name to be used in, any
      business which competes with any Business, as such Business existed during
      Executive’s employment with ATA and as of the termination of Executive’s
      employment with ATA.

     

    (d)  During
      Executive’s employment under this Agreement and thereafter during the
      Post-Termination Period, Executive will not within the Restricted Geographic
      Territory own, manage, operate, control, invest in, lend to, acquire an interest
      in, or otherwise engage or participate in (whether as an employee, independent
      contractor, consultant, partner, shareholder, joint venturer, investor or any
      other type of participant) or use or permit Executive’s name to be used in, any
      business which competes with any charter or scheduled service commercial air
      carrier routes flown by ATA as such existed during Executive’s employment with
      ATA and as of the termination of Executive’s employment with ATA.

     

    
      
         

      

      
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    (e)  Notwithstanding
      the provisions of Sections 10.1(a), 10.1(b), 10.1(c), and 10.1(d) hereof, the
      parties agree that Executive is not prohibited from owning for investment
      purposes securities of any public company provided such ownership does not
      exceed five percent (5%) of any class of securities of such public
      company.

     

    (f)  Notwithstanding
      the provisions of Sections 10.1(a), 10.1(b), 10.1(c), and 10.1(d) hereof, the
      parties agree that during the Post-Termination Period, Executive may be employed
      by or render services to Southwest Airlines Co. or any of its subsidiaries,
      without limitation, and also to any entity that owns at least ten percent (10%)
      of one of the Companies, if Executive’s principal function for such entity is to
      assist in monitoring, and counseling such entity with respect to, its investment
      in both or either of the Companies.

     

    (g)  For
      purposes of this Agreement, the term “Business”
      means,
      collectively, the sale or provision of air carrier services certified by the
      Federal Aviation Association (“FAA”)
      or
      United States Department of Transportation (“DOT”),
      non-military charter and air taxi services, military charter services to the
      United States’ military, cargo services, wet leasing or any other business
      conducted by either of the Companies as such business existed at any time during
      Executive’s employment with either of the Companies and as of the termination of
      such employment. For purposes of this Agreement, the term “Restricted
      Geographic Territory”
      means
      (i) the geographic area of the continental United States plus the State
      of
      Hawaii plus any geographic area within a 100-mile radius of any destination
      in
      the world to which ATA has flown commercial airline passengers at any time
      during Executive’s employment with either of the Companies; (ii) the
      geographic area of the continental United States, plus the State of Hawaii,
      plus
      any geographic area within a 50-mile radius of any destination in the world
      to
      which ATA has flown United States’ military charters at any time during the
      Executive’s employment with either of the Companies; and (iii) any
      additional geographic areas in which either of the Companies sold or solicited
      or marketed the sale of any aspect of its Business at any time during
      Executive’s employment with either of the Companies.

     

    10.2.  Non-Solicitation
      of Employees.
      During
      the term of Executive’s employment under this Agreement and for a period of one
      (1) year immediately after the termination of such employment, Executive will
      not solicit, recruit, hire, employ or attempt to hire or employ any person
      who
      is then an employee of any of the Companies, or was employed by either of the
      Companies within the one (1) year period immediately prior to termination
      of Executive's employment under this Agreement, or urge, influence, induce
      or
      seek to induce any employee of any of the Companies to terminate such employee's
      relationship with either of the Companies. 

     

    
      
         

      

      
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    10.3.  Non-Interference
      With Contractors and Vendors.
      During
      the term of Executive’s employment under this Agreement and for a period of one
      (1) year immediately after the termination of such employment, Executive will
      not urge, induce or seek to induce any of the Companies’ independent
      contractors, subcontractors, consultants, vendors, suppliers or lessors to
      terminate their relationship with, or representation of, any of the Companies
      or
      to cancel, withdraw, reduce, limit, or in any manner modify any of such person’s
      or entity’s business with, or representation of, any of the Companies.


     

    10.4.  Direct
      or Indirect Activities. Executive
      acknowledges and agrees that the covenants contained in Sections 9 and 10
      prohibit Executive from engaging in certain activities directly or indirectly,
      whether on Executive’s own behalf or on behalf of any other person or entity,
      and regardless of the capacity in which Executive is acting, including without
      limitation as an employee, independent contractor, owner, partner, officer,
      agent, consultant, or advisor.

     

    10.5.  Survival
      of Restrictive Covenants. Executive
      acknowledges and agrees that his obligations under Sections 9 and 10 of this
      Agreement shall survive the expiration or termination of this Agreement and
      the
      cessation of his employment with the Companies for whatever reason.


     

    10.6.  Severability;
      Modification of Restrictions.
      The
      covenants and restrictions in Sections 9 and 10 of this Agreement are separate
      and divisible, and to the extent any covenant, provision or portion of Sections
      9 and 10 of this Agreement is determined to be unenforceable or invalid for
      any
      reason, such unenforceability or invalidity shall not affect the enforceability
      or validity of the remainder of Sections 9 and 10 of this Agreement. If any
      particular covenant, provision or portion of Sections 9 and 10 is determined
      to
      be unreasonable for unenforceable for any reason, such covenant, provision
      or
      portion thereof shall automatically be deemed reformed such that the contested
      covenant, provision or portion will have the closest effect permitted by
      applicable law to the original form and shall be given effect and enforced
      as so
      reformed to whatever extent would be reasonable and enforceable under applicable
      law. The parties agree that any court interpreting any of the restrictions
      and
      covenants contained in Sections 9 and 10 of this Agreement shall, if necessary,
      reform any such covenant to make it enforceable under applicable
      law.

     

    11.  Remedies.
      Executive recognizes that a breach or threatened breach by Executive of Sections
      9 or 10 of this Agreement will give rise to irreparable injury to the Companies
      and that money damages will not be adequate relief for such injury and,
      accordingly, Executive agrees that the Companies shall be entitled to obtain
      injunctive relief, including, but not limited to, temporary restraining orders,
      preliminary injunctions and/or permanent injunctions, without having to post
      any
      bond or other security, to restrain or prohibit such breach or threatened
      breach, in addition to any other legal remedies which may be available,
      including without limitations, the cessation of payments and benefits under
      this
      Agreement and recovery of money damages.

     

    
      
         

      

      
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    12.  Indemnification.

     

    (a)  The
      Companies shall indemnify Executive against all Liability and Expense that
      may
      be incurred by him in connection with or resulting from any Claim to the fullest
      extent authorized or permitted by law, as the same exists or may hereafter
      be
      amended (but in the case of any such amendment, only to the extent that such
      amendment permits the Companies to provide broader indemnification rights than
      such law permitted the Companies to provide prior to such amendment), or
      otherwise consistent with the public policy of the State of Indiana. In
      furtherance of the foregoing, and not by way of limitation, Executive shall
      be
      indemnified by the Companies against all Liability and reasonable Expense that
      may be incurred by him in connection with or resulting from any Claim,
      (1) if Executive is Wholly Successful with respect to the Claim, or
      (2) if not Wholly Successful, then if Executive is determined, as provided
      in either subsection (e) or (f) below, to have acted in good faith, in what
      he
      reasonably believed to be the best interests of the Companies or at least not
      opposed to its best interests and, in addition, with respect to any criminal
      claim is determined to have had reasonable cause to believe that his conduct
      was
      lawful or had no reasonable cause to believe that his conduct was unlawful.
      The
      termination of any Claim, by judgment, order, settlement (whether with or
      without court approval), or conviction or upon a plea of guilty or of nolo
      contendere, or its equivalent, shall not create a presumption that Executive
      did
      not meet the standards of conduct set forth in clause (2) of this
      subsection (a). 

     

    (b)  The
      term
“Claim”
      as used
      in this Section shall include every pending, threatened, or completed claim,
      action, suit, or proceeding and all appeals thereof (whether brought by or
      in
      the right of any of the Companies or otherwise), civil, criminal,
      administrative, or investigative, formal or informal, in which Executive may
      become involved, as a party or otherwise:

     

    	(1)  	
            by
              reason of his or her being or having been an officer or employee of
              any of
              the Companies, or

          


     

    	(2)  	
            by
              reason of any action taken or not taken by him in his capacity as an
              officer or employee of any of the Companies, whether or not he continued
              in such capacity at the time such Liability or Expense shall have been
              incurred.

          


     

    (c)  The
      terms
“Liability”
      and
“Expense”
      as used
      in this Section  shall include, but shall not be limited to, counsel
      fees
      and disbursements and amounts of judgments, fines, or penalties against
      (including excise taxes assessed with respect to an employee benefit plan),
      and
      amounts paid in settlement by or on behalf of Executive.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (d)  The
      term
“Wholly Successful”
      as used
      in this Section shall mean (1) termination of any Claim, whether on
      the
      merits or otherwise, against Executive in question without any finding of
      liability or guilt against him, (2) approval by a court, with knowledge
      of
      the indemnity herein provided, of a settlement of any Claim, or (3) the
      expiration of a reasonable period of time after the making or threatened making
      of any Claim without the institution of the same, without any payment or promise
      made to induce a settlement.

     

    (e)  If
      Executive is claiming indemnification hereunder (other than if Executive has
      been Wholly Successful with respect to any Claim), Executive shall be entitled
      to indemnification (1) if special independent legal counsel, which may
      be
      regular counsel of the Companies, or other disinterested person or persons,
      in
      either case selected by the Board of Directors of the Companies (such counsel
      or
      person or persons being hereinafter called the “Referee”),
      shall
      deliver to the Companies a written finding that Executive has met the standards
      of conduct set forth in subsection (a)(2) above, and (2) if the Board
      of
      Directors of any of the Companies, acting upon such written finding, so
      determines. Such Board of Directors shall, if Executive is found to be entitled
      to indemnification pursuant to the preceding sentence, also determine the
      reasonableness of Executive’s Expenses. Executive shall, if requested, appear
      before the Referee, answer questions that the Referee deems relevant and shall
      be given ample opportunity to present to the Referee evidence upon which
      Executive relies for indemnification. The Companies shall, at the request of
      the
      Referee, make available facts, opinions, or other evidence in any way relevant
      to the Referee’s findings that are within the possession or control of the
      Companies.

     

    (f)  If
      Executive is claiming indemnification pursuant to subsection (e) above and
      if
      the Board of Directors fails to select a Referee within a reasonable amount
      of
      time following a written request of Executive for the selection of a Referee,
      or
      if the Referee or the Board of Directors fails to make a determination under
      subsection (e) above within a reasonable amount of time following the selection
      of a Referee, Executive may apply for indemnification with respect to a Claim
      to
      a court of competent jurisdiction, including a court in which the Claim is
      pending against Executive. On receipt of an application, the court, after giving
      notice to the Companies and giving the Companies opportunity to present to
      the
      court any information or evidence relating to the claim for indemnification
      that
      the Companies deems appropriate, may order indemnification if it determines
      that
      Executive is entitled to indemnification with respect to the Claim because
      Executive met the standards of conduct set forth in subsection (a)(2) above.
      If
      the court determines that Executive is entitled to indemnification, the court
      shall also determine the reasonableness of Executive’s Expenses.

     

    
      
         

      

      
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    (g)  Expenses
      incurred by Executive in defending any Claim shall be paid by the Companies
      in
      advance of the final disposition of such Claim promptly as they are incurred
      upon receipt of an undertaking by or on behalf of Executive to repay such amount
      if he is determined not to be entitled to indemnification. 

     

    (h)  The
      rights of indemnification and advancement of Expenses provided in this Section
      shall be in addition to any rights to which Executive may otherwise be entitled,
      provided that the Companies shall not be obligated to make any payment in
      connection with a Claim to the extent Executive has received payment of such
      amount from another source, including without limitation any insurer.


     

    (i)  The
      provisions of this Section shall be applicable to Claims made or commenced
      after
      the date of this Agreement, whether arising from acts or omissions to act
      occurring before or after the date of this Agreement.

     

    (j)  If
      this
      Section or any portion hereof shall be invalidated on any ground by any court
      of
      competent jurisdiction, then the Companies shall nevertheless indemnify
      Executive as to costs, charges and expenses (including attorneys’ fees),
      judgments, fines and amounts paid in settlement with respect to any action,
      suit
      or proceeding, whether civil, criminal, administrative or investigative,
      including an action by or in the right of the Companies, to the fullest extent
      permitted by any applicable portion of this Section that shall not have been
      invalidated and to the fullest extent permitted by applicable law.

     

    13.  Assignment.
      

     

    13.1.  Assignment
      by the Companies.
      The
      Companies shall have the right to assign this Agreement, and this Agreement
      shall inure to the benefit of, and may be enforced by, any and all successors
      and assigns of the Companies, including without limitation by asset assignment,
      stock sale, merger, consolidation or other corporate reorganization.


     

    13.2.  Non-Assignment
      by Executive. The
      services to be provided by Executive to the Companies hereunder are personal
      to
      Executive, and Executive’s duties may not be assigned by Executive.

     

    14.  Notice.
      Any
      notice required or permitted under this Agreement shall be in writing and either
      delivered personally or sent by nationally recognized overnight courier, express
      mail, or certified or registered mail, postage prepaid, return receipt
      requested, at the following respective address unless the party notifies the
      other party in writing of a change of address:

     

    
      
         

      

      
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    If
      to any
      of the Companies:

    


    ATA
      Airlines, Inc.

    7337
      West
      Washington Street

    P.O.
      Box
      51609

    Indianapolis,
      Indiana 46231-1300

    Attention:
      Brian Hunt, Senior Vice President and General Counsel

    


    If
      to
      Executive:

    


    John
      G.
      Denison

    _____________________________________

    _____________________________________

    


    A
      notice
      delivered personally shall be deemed delivered and effective as of the date
      of
      delivery. A notice sent by overnight courier or express mail shall be deemed
      delivered and effective one (1) day after it is deposited with the postal
      authority or commercial carrier. A notice sent by certified or registered mail
      shall be deemed delivered and effective two (2) days after it is deposited
      with
      the postal authority.

     

    15.  Miscellaneous.
      

     

    15.1.  Entire
      Agreement and Cancellation of Initial Employment Agreement.
      This
      Agreement supersedes any prior agreements or understandings, oral or written,
      between the parties hereto, with respect to the subject matter hereof, and
      constitutes the entire agreement of the parties with respect thereto. ATA and
      Executive acknowledge and agree that this Agreement supersedes and cancels
      the
      Initial Employment Agreement for all purposes.

     

    15.2.  Modification.
      This
      Agreement shall not be varied, altered, modified, canceled, changed, or in
      any
      way amended except by mutual agreement of the parties in a written instrument
      executed by Executive and the Boards of Directors of ATA and Holdings.


     

    15.3.  Counterparts.
      This
      Agreement may be executed in one (1) or more counterparts, each of which shall
      be deemed to be an original, but all of which together will constitute one
      and
      the same Agreement. 

     

    15.4.  Tax
      Withholding. The
      Companies may withhold from any compensation or benefits payable under this
      Agreement all federal, state, city, or other taxes as may be required pursuant
      to any law or governmental regulation or ruling.

     

    15.5.  Contractual
      Rights to Benefits.
      Nothing
      herein contained shall require or be deemed to require, or prohibit or be deemed
      to prohibit, the Companies to segregate, earmark or otherwise set aside any
      funds or other assets, in trust or otherwise, to provide for any payments to
      be
      made or required hereunder. 

     

    
      
         

      

      
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    15.6.  Employment
      Policies.
      Executive agrees to abide by any employment rules or policies applicable to
      ATA’s employees generally that ATA currently has or may adopt, amend or
      implement from time to time during Executive’s employment under this Agreement.


     

    15.7.  No
      Waiver.
      Failure
      to insist upon strict compliance with any of the terms, covenants or conditions
      of this Agreement shall not be deemed a waiver of such term, covenant or
      condition, nor shall any waiver or relinquishment of 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.

     

    15.8.  Governing
      Law; Choice of Forum.
      To the
      extent not preempted by federal law, the provisions of this Agreement shall
      be
      construed and enforced in accordance with the laws of the State of Indiana,
      notwithstanding any state’s choice-of-law or conflicts-of-law rules to the
      contrary. This Agreement is intended, among other things, to supplement the
      provisions of the Uniform Trade Secrets Act, as amended from time to time,
      and
      the duties Executive owes to the Companies under the common law, including,
      but
      not limited to, the duty of loyalty. The parties agree that any legal action
      relating to this Agreement shall be commenced and maintained exclusively before
      any appropriate state court of record in Marion County, Indiana, or in the
      United States District Court for the Southern District of Indiana, Indianapolis
      Division, and the parties hereby irrevocably consent and submit to the
      jurisdiction and venue of such courts and waive any right to challenge or
      otherwise object to personal jurisdiction or venue in any action commenced
      or
      maintained in such courts.

     

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    IN
      WITNESS WHEREOF, ATA, Holdings, and Executive have executed this Agreement,
      intending it to be effective as provided in Section 1 of this
      Agreement.

     

    ATA
      AIRLINES, INC.

    


    


    By:
      /s/ Brian T. Hunt    

    Name:
      Brian T. Hunt


    Title:
      Senior Vice President and General Counsel

    


    


    ATA
      HOLDINGS CORP.

    


    
      By:
        /s/ Brian T. Hunt    

      Name:
        Brian T. Hunt


      Title:
        Senior Vice President and General Counsel



     

    


    EXECUTIVE

    


    


    /s/
      John G. Denison

    John
      G. Denison

    


    
      
         

      

      
        19