TO EMPLOYMENT OR WITH RESPECT TO
THE COMPENSATION OF THE EMPLOYEE BY THE COMPANY FROM AND AFTER THE RENEWAL
EFFECTIVE DATE, INCLUDING THE PRIOR AGREEMENT.
EMPLOYEE ACKNOWLEDGES AND AGREES
THAT THE COMPANY HAS OFFERED HIM AN EMPLOYMENT AGREEMENT ON TERMS COMPARABLE IN
ALL MATERIAL RESPECTS TO THE PRIOR AGREEMENT, SUCH THAT SUBSECTION (III) OF THE
FIRST PARAGRAPH OF SECTION 7 OF THE PRIOR AGREEMENT SHALL NOT BE TRIGGERED.
15.
ASSIGNMENT; SUCCESSORS.
THIS AGREEMENT IS
PERSONAL IN ITS NATURE AND NEITHER OF THE PARTIES HERETO SHALL, WITHOUT THE
CONSENT OF THE OTHER, ASSIGN OR 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 THE COMPANY WITH
OR TO ANY OTHER INDIVIDUAL OR ENTITY, THIS AGREEMENT SHALL, SUBJECT TO THE
EXPRESS 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 THE COMPANY HEREUNDER.
16.
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 APPLIED
WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.
17.
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.
18.
WAIVER; MODIFICATION.
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
THE PARTY AGAINST WHOM SUCH MODIFICATION IS CHARGED.
19.
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 IS
AGREEMENT SHALL MODIFY THE STRICKEN TERMS AS NARROWLY AS POSSIBLE TO GIVE AS
MUCH EFFECT AS POSSIBLE TO THE INTENTIONS OF THE PARTIES UNDER THIS AGREEMENT.
20.
INDEMNIFICATION.
THE COMPANY SHALL
INDEMNIFY AND HOLD EMPLOYEE HARMLESS TO THE MAXIMUM EXTENT PERMITTED BY
SECTION 145 OF THE DELAWARE GENERAL CORPORATION LAW AND THE RESTATED ARTICLES OF
INCORPORATION AND AMENDED BYLAWS OF HAWAIIAN AIRLINES, INC. AND OF