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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") dated
,
2005 and effective as of July 11, 2005 ("Effective Date") is
entered into by and between Barbara Falvey ("Employee") and
Hawaiian Airlines, Inc., a Hawaii corporation ("Company").
Company and Employee desire to establish Company’s right
to services of Employee, in the capacity described below, on the
terms and conditions and subject to the rights of termination
hereinafter set forth, and Employee agrees to engage in such
employment on those terms and conditions.
In consideration of the mutual agreements hereinafter set forth,
Employee and Company have agreed and do hereby agree as
follows:
1.
EMPLOYMENT AS SENIOR VICE PRESIDENT - PEOPLE SERVICES GROUP
. Company does hereby employ and engage Employee as
Senior Vice President - People Services Group, and Employee does
hereby accept and agree to such engagement and employment.
a.
Basic Duties . Employee’s duties during the
Employment Period shall be to serve as Senior Vice President -
People Services Group ("PSG"), which shall generally include those
contained in Attachment A. The precise scope of the duties of
Employee may be modified from time to time at the discretion of
Company’s President and Chief Executive Officer (CEO) or her
designee(s) consistent with Employee’s titles and general
duties and responsibilities hereunder.
b.
Reporting Relationship . Employee shall at all times
report to the President and CEO or her designee(s).
c.
Time and Effort Expected of Employ . Employee shall
devote full time, attention, energy and skill to the performance of
Employee’s duties for Company and for the benefit of
Company. Furthermore, Employee shall exercise due diligence
and care in the performance of Employee’s duties to Company
under this Agreement.
2.
TERM OF AGREEMENT . Company and Employee expressly
agree that they have an "at will" employment relationship, which
means that either party has the right to terminate the employment
relationship at any time for any reason, with or without cause.
Reasons for termination that result in post —termination
payments are set forth in Section 8. The period of time commencing
on the Effective Date and ending upon the date of termination by
either party ("Termination Date" shall be referred to as the
Employment Period.
3.
COMPENSATION .
a.
BASE SALARY . Company shall pay Employee, and Employee
agrees to accept from Company, a base salary at the rate of TWO
HUNDRED AND FIFTY THOUSAND DOLLARS AND NO /100ths DOLLARS
($250,000) per year ("Base Salary"), less applicable withholdings
required by law or Employee’s benefit plans or other
deductions authorized in writing by Employee to be withheld or
deducted, payable in equal semi-monthly installments in accordance
with Company’s regular payroll practices.
Employee’s Base Salary shall be reviewed annually by Company
and may be increased, but not decreased, by Company in its sole
and
absolute discretion. Any adjusted amounts under
this Section 3.a. will thereafter become the "Base Salary" for
purposes of this Agreement.
b.
PERFORMANCE BONUS . In addition to the Base Salary,
Employee shall be eligible to participate during the Employment
Period in any performance bonus plan hereafter established for
senior officers of Company by the Board of Directors (the
"BOD"). Any award to Employee under that plan shall be
payable, less applicable withholdings, in the amount, in the
manner, and at the time determined by the BOD, in its sole and
absolute discretion. Company will request that the BOD award
a target bonus equal to 60% of Employee’s Base Salary, with
actual payment amount established annually as a function of overall
corporate performance and Employee’s performance relative to
previously established management objectives.
c.
STOCK OPTIONS . In addition to Base Salary, Employee
shall be eligible to participate during the Employment Period in
any stock option plan hereafter established for the senior officers
of Company by the BOD in accordance with plan terms and applicable
law. Company will request an incoming grant of 166,000 stock
options for you to vest ratably over the first three years of your
employment. The strike price for this grant and other terms
will be determined by the plan finally approved by the BOD and
Shareholders. Additionally, you will be considered for
additional stock option grants if and when such grants are awarded
or considered for other senior executives at the company.
Subject to the foregoing, any award to Employee under such plan
shall be made in an amount, in the manner, and at the time
determined by the BOD, in its sole and absolute discretion.
d.
LONG TERM INCENTIVE PLANS . In addition to Base
Salary, Employee shall be eligible to participate during the
Employment Period in any long term incentive plans hereafter
established for the senior officers of Company by the BOD in
accordance with plan terms and applicable law. Any award to
Employee under such plan shall be made in an amount, in the manner,
and at the time determined by the BOD, on a basis consistent with
other senior officers, but otherwise in its sole and absolute
discretion.
e.
401(k) PLAN . Employee shall be eligible to
participate in a 401(k) or analogous plan (the "401 (k) Plan")
according to its terms, which shall be developed by Company,
subject to approval of the BOD.
4.
FRINGE BENEFITS . During his employment under this
Agreement, Employee shall be eligible to participate in, and to be
covered by, such employee benefit plans effective generally with
respect to Company’s senior vice president employees as those
plans may be amended, supplemented, replaced or terminated from
time to time, to the extent Employee is eligible under the terms of
such plans; and Employee shall be eligible to receive such other
fringe benefits as may be granted to Employee from time to time by
the BOD or as delegated by it in its sole and absolute discretion.
In addition to the foregoing benefits, Employee shall also receive
the following individual benefits:
a.
TRAVEL BENEFITS . During the Employment Period,
Employee and Employee’s spouse and eligible dependents shall
be entitled to travel benefits on Company flights (but not charter
flights) at a level and under procedures commensurate with the
officer level, subject to IRS requirements, and pursuant to Company
policy. Employee and
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Employee’s spouse and eligible dependents
of Employee shall be entitled to travel benefits on other airlines
consistent with Company’s interline transportation
agreements.
b.
EXECUTIVE LONG-TERM DISABILITY INSURANCE PLAN .
Subject to the applicable waiting periods, Employee will be
included, at Company’s expense, in Company’s Executive
Long-Term Disability Insurance Plan, as it may be amended,
supplemented, replaced or terminated from time to time.
c.
BUSINESS EXPENSES . Company shall reimburse Employee
for any and all reasonable out-of-pocket, necessary, customary, and
usual expenses, properly receipted in accordance with Company
policies, incurred by Employee on behalf of Company, provided
Employee properly accounts to Company for such expenses in
accordance with the rules and regulations of the Internal Revenue
Service under the Code, and in accordance with the standard
policies and procedures of Company to reimburse business expenses,
which obligation shall survive the termination of this
Agreement.
d.
VACATIONS . Company will provide reasonable vacations
authorized by the President and CEO subject to requirements of
operations and as duties may permit, provided that unused vacation
will not be accrued and Company will not make payment to Employee
for unutilized vacation.
e.
SICK LEAVE . Reasonable sick leave for illness or
injury will also be provided, provided that unused sick leave will
not be accrued and Company will not make payment to Employee for
unutilized sick leave.
5.
RELOCATION AND HOUSING ALLOWANCE .
a.
Company will reimburse Employee for all reasonable costs related to
relocation to Hawaii, which will include, but not be limited to,
the following items: (i) the reasonable out-of-pocket
costs of moving her household goods and belongings from her present
home to Hawaii, including packing, unpacking, shipping and
insurance; (ii) the shipment of one automobile to Hawaii; (iii)
closing costs at actual and reasonable amounts for the sale of her
current home, and/or the purchase of a home in Honolulu, Hawaii,
and (iv) one (1), one-way airfare (coach) for Employee and her
spouse directly related to Employee’s relocation to Hawaii,
(collectively referred to as the `Relocation Expenses"). The
Relocation Expenses will be reimbursed to a maximum of $40,000,
inclusive of tax, with appropriate receipts.
b.
If, during the first twelve (12) months following the Effective
Date, Company terminates Employee’s employment without Cause,
then Company will reimburse Employee for reasonable costs described
above as Relocation Expenses incurred to relocate from Hawaii
(collectively referred to as the "Termination Expenses"). The
Termination Expenses will be reimbursed up to a maximum of $40,000,
inclusive of tax, with appropriate receipts.
c.
If, during the first twelve (12) months following the Effective
Date, Employee voluntarily resigns from Company, or your employment
is terminated for Cause, Employee agrees to repay Company the full
amount Employee received as Relocation Expenses in Section 5.a.
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d.
The Company will also provide to Employee a lump sum payment of
$30,000.00 less applicable withholdings, for use in
Employee’s discretion in conjunction with relocation and
commencement of employment with the Company.
e.
Employee will be provided with a $2,500 monthly housing allowance
(gross before taxes) or equivalent, for the first twenty-four (24)
months of employment. This allowance may be extended beyond
that point in time, subject to President and CEO and BOD review and
consideration.
6.
CONFIDENTIAL INFORMATION . Employee recognizes that by
reason of Employee’s employment by and service to Company,
Employee will occupy a position of trust with respect to business
and technical information of a secret or confidential nature which
is the property of Company which will be imparted to Employee from
time to time in the course of the performance of Employee’s
duties hereunder (the "Confidential
Information"). Employee acknowledges
that such information is Company’s valuable and unique asset
and agrees that Employee shall not, during or after the Term of
this Agreement, use or disclose directly or indirectly any of
Company’s Confidential Information to any person, except that
Employee may use and disclose to Company’s authorized
personnel such Confidential Information as is reasonably
appropriate in the course of the performance of Employee’s
duties hereunder. Company’s Confidential Information
shall include all information and knowledge of any nature and in
any form relating to Company including, but not limited to,
business plans; development projects; computer software and related
documentation and materials; designs, practices, processes,
methods, know-how and other facts relating to Company’s
business; and advertising, promotions, financial matters, sales and
profit figures, and customers or customer lists.
7.
TERMINATION OF EMPLOYEE’S EMPLOYMENT .
a.
DEATH . If Employee dies while employed by Company,
Employee’s employment shall immediately terminate.
Company’s obligation to pay Emplo
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