**Exhibit 10.15**

**MAIR Holdings, Inc.**

**ExecutiveRetention Bonus Agreement**

This Agreement is enteredinto this 11th day of July, 2007, by and between MAIRHoldings, Inc. (the “Company”) and Paul F. Foley (the “Executive”)for the purpose of providing an incentive to Executive to continue hisemployment 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  after the payment of all Mesaba creditorclaims (the “Equity Disbursement” or “Equity Disbursements”), 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 Two and one-halfpercent of the first $10,000,000 of the Equity Disbursement, or $250,000.

c.                                       TheCompany will pay Executive Two percent of any Equity Disbursement which, whenaggregated with previous Equity Disbursements, totals from $10,000,001 up to$15,000,000.

d.                                      TheCompany will pay Executive One and one-half percent of any Equity Disbursementwhich, when aggregated with previous Equity Disbursements, totals from$15,000,001 up to $20,000,000.

e.                                       TheCompany will pay Executive One percent of any Equity Disbursement which, whenaggregated with previous Equity Disbursements, totals from $20,000,001 up to$25,000,000.

f.                                         TheCompany will pay Executive one-half 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 the Management CompensationAgreement dated Oct. 1, 2004 between Executive and the Company or fails toperform Executive’s duties and responsibilities consistent with the lawfuldirections of the Board; provided, however, that the Company shall first havegiven Executive written notice of his breach of the terms of the ManagementCompensation Agreement and Executive shall have failed to remedy such violationwithin 30 calendar 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/ Paul F.  Foley                |   |
|       | Paul F. Foley,  Executive         |

 

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