Exhibit 10.1
AMENDED AND RESTATED MARK B. DUNKERLEY EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is entered by and
between MARK B. DUNKERLEY ("EMPLOYEE") and each of Hawaiian Holdings, Inc.
("HH") and its wholly owned subsidiary Hawaiian Airlines, Inc. ("HA"); which
companies are individually and collectively identified herein as the "COMPANY").
The parties hereto desire to amend and restate that certain employment agreement
between and among the Employee, HH and HA, as most recently amended effective
May 6, 2010 (the "Prior Agreement") and replace it in its entirety with this
Agreement.
The Company desires to re-establish its right to the continued
services of the Employee, in the capacity described below, on the terms and
conditions and subject to the rights of termination hereinafter set forth, and
the Employee is willing to accept such employment on such terms and conditions.
In consideration of the mutual agreements hereinafter set forth, the Employee
and the Company have agreed and do hereby agree as follows:
1.
EMPLOYMENT AS PRESIDENT AND CHIEF
EXECUTIVE OFFICER; SERVICE AS DIRECTOR.
THE COMPANY DOES HEREBY CONTINUE TO
EMPLOY THE EMPLOYEE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER AND THE EMPLOYEE
DOES HEREBY ACCEPT AND AGREE TO SUCH CONTINUED EMPLOYMENT.
THE EMPLOYEE'S
DUTIES DURING THE EMPLOYMENT PERIOD (DEFINED BELOW) SHALL BE THE EXECUTIVE,
MANAGERIAL AND REPORTING DUTIES REQUIRED OF A CHIEF EXECUTIVE OFFICER OF A
CORPORATION AND SUCH OTHER DUTIES AS THE BOARD OF DIRECTORS OF THE COMPANY SHALL
FROM TIME TO TIME PRESCRIBE AND AS PROVIDED IN THE BYLAWS OF THE COMPANY,
INCLUDING BUT NOT LIMITED TO DIRECT RESPONSIBILITY FOR AND SUPERVISION OF ALL
ASPECTS OF THE BUSINESS AND AFFAIRS OF HH AND HA.
THE EMPLOYEE SHALL REPORT
DIRECTLY TO THE RESPECTIVE BOARD OF DIRECTORS OF EACH OF HH AND HA, AS
APPLICABLE, FOR THE EMPLOYMENT PERIOD.
NO OTHER PERSON OR PERSONS WILL OCCUPY A
POSITION OR HAVE ANY AUTHORITY WITH RESPECT TO THE COMPANY THAT IS EQUAL TO OR
GREATER THAN THE POSITION AND AUTHORITY OF THE EMPLOYEE, OTHER THAN THE BOARD OF
DIRECTORS.
EXCEPT FOR THE INTERNAL AUDITOR, ALL OTHER PERSONS WHO ARE EMPLOYED
BY THE COMPANY WILL REPORT DIRECTLY OR INDIRECTLY TO EMPLOYEE, AND NO OTHER
PERSONS WILL REPORT TO THE BOARD OF DIRECTORS OF HH OR HA OR ANY MEMBER OF THESE
BOARDS OF DIRECTORS OTHER THAN EMPLOYEE.
THE EMPLOYEE SHALL DEVOTE HIS FULL
TIME, ENERGY, AND SKILL TO THE PERFORMANCE OF HIS DUTIES FOR THE COMPANY AND FOR
THE BENEFIT OF THE COMPANY, EXCEPT FOR REASONABLE VACATIONS AUTHORIZED BY THE
RESPECTIVE BOARD OF DIRECTORS OF HH AND HA, AS APPLICABLE, AND REASONABLE
ABSENCES BECAUSE OF ILLNESS.
EMPLOYEE SHALL BE ELIGIBLE FOR UP TO FOUR
(4) WEEKS OF VACATION ANNUALLY, SUBJECT TO REQUIREMENTS OF OPERATIONS AND AS
DUTIES MAY PERMIT PROVIDED THAT UNUSED VACATION SHALL NOT BE ACCRUED AND THE
COMPANY SHALL NOT MAKE PAYMENT TO EMPLOYEE FOR UNUTILIZED VACATION.
FURTHERMORE, THE EMPLOYEE SHALL EXERCISE DUE DILIGENCE AND CARE IN THE
PERFORMANCE OF HIS DUTIES TO THE COMPANY UNDER THIS AGREEMENT.
EFFECTIVE AS OF