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General Release, And Indemnity Agreement

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Sectors: Transportation
Effective Date: May 23, 2002
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SEVERANCE, GENERAL RELEASE, AND INDEMNITY AGREEMENT





This Severance, General Release, and Indemnity Agreement ("Agreement"), effective as of May 23, 2002, is made and entered into by and between Paul John Casey ("Employee") and Hawaiian Airlines, Inc. ("Employer") and its successors.





RECITALS





Whereas, Employee was employed by Employer from April 14, 1997 as an at-will employee; and





Whereas, Employee retired from employment with Employer on June 30, 2002; and





Whereas, Employee and Employer wish to settle and compromise any and all claims Employee had, has, or may hereafter claim to have had relating to Employee92s employment or termination from employment with Employer, as well as any and all claims Employee had, has, or may hereafter claim to have against Employer predating this Agreement;





Now, therefore, in accordance with the preceding recitals and in consideration of the covenants, agreements, and representations set forth in this Agreement, Employee and Employer agree as follows:





1. Last Date of Employment. Employee92s last day of employment shall be June 30, 2002. Employee shall not be required to perform any services for the Company after May 17, 2002.





2. Continuation of Base Salary. Employer shall pay Employee an amount equal to 36 months of Employee92s base annual salary (the "Consideration Amount"). Employee and Employer agree that the Consideration Amount shall be One Million One Hundred Twenty-five Thousand U.S. Dollars ($1,125,000.00), less all employment taxes and other deductions required to be withheld by Employer. It is expressly understood by and between the parties that payment of the Consideration Amount, whether by Employer or by a third party, shall inure to the benefit of Employer. The Consideration Amount shall be paid by check in equal semi-monthly installments on the standard pay dates of the Employer, beginning on July 20, 2002 and ending on July 5, 2005. The checks will be mailed to an address provided by the Employee to the Employer. The Employee is responsible for informing the Employer of any changes in address affecting this Agreement. Direct deposit is not an available option. Payments under this section (as well as other payments to Employee under this Agreement) are contingent on Employee92s continued compliance with all provisions of this Agreement.





3. Continuation of Benefits. As further consideration for this Agreement, Employer shall provide Employee with the following:










Severance, General Release and Indemnity Agreement

Paul John Casey





a) Automobile Allowance and Club Dues: Employer shall continue through June 30, 2005 to provide Employee with an automobile allowance of $800.00 per month and will pay all dues and similar charges currently provided to Employee for Oahu Country Club, Honolulu Club and Outrigger Canoe Club.



b) Life Insurance Policies: Employer shall continue to provide Employee the two executive life insurance policies which are currently provided as well as coverage for Employee under the Employer92s group life insurance plan until the anniversary rollover date for each policy during 2005. In addition, if permitted by the insurance company issuing the policies, Employee may continue the above referenced life insurance policies in accordance with the terms set by the insurance company.





c) Medical/Dental Benefit Plans : Employer shall pay Employee $82,880.00 in lieu of the continuation by Employer of medical and dental benefits after termination through April 30, 2011, which amount shall be grossed up for estimated taxes for a total lump sum payment of $159,845 . 71. Upon termination of medical and dental benefits by the Employer hereunder, Such payment will be mailed as soon after execution of this Agreement as is reasonably practicable to the address provided by the Employee to the Employer. Employee may elect to continue coverage under the Employer92s medical and dental plans, at Employee92s own expense, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985.





d) Flight Benefits : Employee shall be entitled to Flight Benefits for himself and his spouse during his lifetime. "Flight Benefits" shall mean flight benefits on each airline operated by Employer or any of its affiliates or any successor or successors thereto (the "System"), consisting of the highest priority positive space flight passes for unlimited travel on the System and a membership for Employee and his spouse in the Employer92s airport executive club program (the " Executive Club").



As used for purposes of Flight Benefits, the term "affiliates" of Employer means any entity controlled by, controlling, or under common control with Employer, it being understood that control of an entity shall require the direct or indirect ownership of a majority of the outstanding capital stock of such entity.



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Employee will be issued a membership card in the Executive Club for Employee and Employee92s spouse and appropriate flight pass identification cards, each valid at all times during the term of Employee92s Flight Benefits.



e) Compensation for fringe benefits made unavailable by reason of employment separation : In recognition of the fact that Employee will no longer be eligible to participate in certain employee benefits, including the Employer92s 401(k) plan, the Employer shall pay Employee the sum of Twenty-nine Thousand Eight Hundred Fifty Dollars ($29,850), less all employment taxes and other deductions required to be withheld by Employer, said sum to be paid in three equal installments on June 30 of 2002, 2003 and 2004, in full satisfaction of the Employer92s obligations for these benefits.





4. Stock Options . Employee has been granted stock options for the purchase of 750,000 shares of common stock of the Employer (such options are summarized on the chart attached hereto as Schedule A), all of which options will vest on June 30, 2002 and will terminate on the original expiration dates for said options, in accordance with Addendum No. 4 to the Employment Agreement between Employee and Employer, effective as of January 31, 2001.



5. Release of Claims . In consideration of the benefits and payments to Employee under this Agreement, Employee hereby releases Employer and its successors, and their directors, officers, employees, and agents from any and all claims (including, but not limited to, claims for personal injury, tort, pension and/or retirement benefits, inflection of emotional distress, breach of contract or for any statutory or regulatory violations, including but not limited to violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Hawaii Civil Rights Act, and the Hawaii Employment Practices Law, H.R.S. Chapter 378) Employee now has, known or unknown, arising out of your employment with or separation from employment with the Company; provided that this release of claims does not apply to any claims Employee may have arising from or related to this Agreement. Employee also waives any claim for attorneys92 fees related to the foregoing released claims, except for claims related to the enforcement of this Agreement.





If either party materially breaches this Agreement, the injured party shall recover reasonable attorneys92fees, court costs, and the cost of service of process, in the event a court of law or tribunal, having jurisdiction over the defaulting party, enters a judgment against the defaulting party.



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6. Return of Property. Employee warrants that he has returned all property of Employer in Employee92s possession, custody, or control, including, but not limited to, computer equipment (except laptop as provided herein), computer hardware, computer software, fax machine(s), pager(s), company credit card(s), company telephone card(s), Travel Authority Cards from other airlines, identification card(s), access card(s), AOA Badge(s), Friendship Travel Passes (FTPs), access code(s), key(s), company files, work product, manuals, customer lists, company documents, financial information, operational information, blueprints, plans, memoranda, notes, and correspondence. Upon payment to Employer of the sum of , Employee will be allowed to purchase and retain his computer laptop and related software provided that property and software belonging to the Employer is purged. In ad
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