**Exhibit 10.16**

**MAIR Holdings, Inc.Executive Retention Bonus Agreement**

This Agreement is enteredinto this 11th day of July, 2007, by and between MAIR Holdings, Inc. (the “Company”)and Robert E. Weil (the “Executive”) for the purpose of providing an incentiveto Executive to continue his employment and his valued services to the Company.

**WHEREAS,**the Company’s former subsidiary, Mesaba Aviation, Inc., dba Mesaba Airlines,recently received confirmation of a Chapter 11 plan for reorganization whichestablished a liquidating trust for purposes of distributions thereunder, and

**WHEREAS,**the Company anticipates that it will receive on a periodic basis disbursementsfrom this Mesaba liquidating trust based on its equity interest in Mesaba afterthe payment of all Mesaba creditor claims (the “ Equity Disbursement” or “EquityDisbursements”), and

**WHEREAS,**the Company wants to encourage Executive to continue in employment until all ofthe Equity Disbursements are received, and to take all actions possible tofacilitate and to maximize the Equity Disbursements, and

**NOW,THEREFORE,** the Company and Executive make the followingagreement:

1.                                       TheCompany shall pay a bonus (the “Retention Bonus”) to Executive if Executiveremains in active employment with the Company through the date the Companyreceives Equity Disbursements from the Mesaba liquidating trust which exceedthe threshold amount described below, qualifying him for a payment.

2.                                       Alternatively,Executive shall qualify for a Retention Bonus even if no longer employed by theCompany in the event that Executive’s employment is involuntarily terminatedwithout Cause after the Company experiences a “Change-in-Control” as defined inthe Company’s Severance Compensation Plan.

3.                                       Executive’sRetention Bonus shall be paid in cash in one or more payments within forty-fivedays of any Equity Disbursement to the Company from the Mesaba liquidatingtrust which exceeds the threshold payment amount as determined by theCompensation Committee and triggers a Retention Bonus as provided in Section 5.

4.                                       TheCompany shall withhold federal and state income, FICA and Medicare taxes fromeach Retention Bonus payment as required by law.

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5.                                       Theamount allocated Executive shall be determined by applying certain percentagesto the aggregate amount of the Equity Disbursements, under the followingformula:

a.                                       NoRetention Bonus will be paid until the aggregate Equity Disbursements by theMesaba liquidating trust reach the threshold amount of $10,000,000.

b.                                      Oncethat threshold is achieved, the Company will pay Executive One and two-thirdpercent of the first $10,000,000 of the Equity Disbursement, or $166,666.

c.                                       TheCompany will pay Executive One and one-third percent of any Equity Disbursementwhich, when aggregated with previous Equity Disbursements, totals from$10,000,001 up to $15,000,000.

d.                                      TheCompany will pay Executive One percent of any Equity Disbursement which, whenaggregated with previous Equity Disbursements, totals from $15,000,001 up to$20,000,000.

e.                                       TheCompany will pay Executive two-third of a percent of any Equity Disbursementwhich, when aggregated with previous Equity Disbursements, totals from$20,000,001 up to $25,000,000.

f.                                         TheCompany will pay Executive one-third of a percent of any Equity Disbursementwhich, when aggregated with previous Equity Disbursements, totals $25,000,001or more.

6.                                       TheRetention Bonus shall be calculated by applying the formula set forth inparagraph 5 to the Equity Disbursements. For clarification, the Equity Disbursements exclude payments for (a)MAIR’s unsecured claim of approximately $6.2 million to resolve (i) unpaid feesunder the management services agreement and tax allocation agreement betweenMAIR and Mesaba and (ii) the Cincinnati hangar arrangement, and (b) theunsecured claim of Northwest which was assigned to MAIR of $7.3 million forpre-petition amounts that Mesaba owed Northwest at the time of Mesaba’sbankruptcy.

7.                                       Executive’spayment of any portion of this Retention Bonus is conditional upon his meetingall of the requirements or conditions set forth above.

8.                                       Forpurposes of this Agreement, Cause shall be defined as any of the followingevents:

a.                                       Executiveembezzles funds or otherwise misappropriates the assets of the Company, isconvicted in a court of law of or pleads guilty or no contest to a felony orany criminal activity involving dishonesty, fraud, breach of trust or involvingmoney or property

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of the Company, orengages in any public conduct that has a material detrimental effect on theCompany; or

b.                                      Executivematerially breaches any of the provisions of any employment agreement between Executiveand the Company, engages in willful misconduct or fails to perform or performswith gross negligence his duties and responsibilities consistent with thelawful directions of the Board and the Chief Executive Office; provided,however, that the Company shall first have given Executive written notice ofhis breach of the terms of such agreement, of his misconduct or failure toperform and Executive shall have failed to remedy such violation within 30calendar days of the receipt of such notice.

9.                                       TheCompensation Committee of the Company’s Board of Directors shall administerthis Agreement and has full and sole authority and discretion to interpretit.  The Compensation Committee shalldetermine whether a Change-in-Control has occurred, and also shall interpretand apply the definition of Cause in determining whether an employmenttermination is for Cause.

ThisAgreement shall be effective as of July 11, 2007.
| ** ** | **MAIR Holdings, Inc.**           |
|------------|-----------------------------------|
|       |                              |
|       | /s/ Raymond W.  Zehr, Jr.         |
|       | By Chair,  Compensation Committee |
|       |                              |
|       |                              |
|       | /s/ Robert E.  Weil               |
|       | Robert E. Weil,  Executive        |

 

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