Exhibit 10.24
EXECUTIVE EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT
(“Agreement”) dated November 18, 2005 and
effective as of November 10, 2005 (“Effective
Date”) is entered into by and between Peter R. Ingram
(“Employee”) and Hawaiian Airlines, Inc., a
Delaware 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 EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER
(“CFO”) .
Company does hereby employ and engage Employee as Executive Vice
President and Chief Financial Officer (“CFO”), and
Employee does hereby accept and agree to such engagement and
employment.
a.
Basic Duties
. Employee’s duties during the
Employment Period shall include the executive, managerial and
reporting duties as required by the President/Chief Executive
Officer and the Board of Directors of the Company shall from time
to time prescribe and as provided in the Bylaws of the Company, but
not limited to the responsibilities as outlined in the Position and
Candidate Specifications document attached as Exhibit 1. 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 his 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 his designee(s).
c.
Time and Effort Expected of
Employee . 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.
SIGNING BONUS
. As an inducement to enter into
this Agreement, Company will provide Employee a one-time signing
bonus in the gross amount of $50,000, less applicable withholdings,
payable within Employee’s first month of employment and
repayable in full if Employee leaves of his own volition before his
first year anniversary. Employee will also be provided a one-time
guaranteed advance on the fiscal 2006 performance bonus of $50,000,
payable within the first month of his employment and repayable in
full if the Employee leaves of his own volition before his first
year anniversary.
b.
BASE SALARY
. Company shall pay Employee, and
Employee agrees to accept from Company, a base salary at the rate
of TWO HUNDRED AND SEVENTY-FIVE THOUSAND DOLLARS AND NO/100 DOLLARS
($275,000) 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.b. will thereafter become the “Base
Salary” for purposes of this Agreement.
c.
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 75% 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.
d.
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
300,000 stock options for Employee to be awarded in three equal
tranches – upon start date, on his one-year anniversary and
his two-year anniversary. Each tranche will then vest in equal
increments over three years from grant date. The strike price for
each tranche and the other terms will be determined by the plan
approved by the BOD and Shareholders. Additionally, Employee 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.
2
e.
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.
f.
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, and which shall not occur
before Company’s emergence from Chapter 11
bankruptcy.
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 executive 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 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
3
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 his household
goods and belongings from his 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 your current home, and/or the
purchase of a home in Honolulu, Hawaii, and (iv) one (1),
one-way travel costs (coach) for Employee and his spouse and
eligible dependents 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, with appropriate receipts, 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 eligible costs related with relocation from
Hawaii, which will include but not be limited to the following
items: (i) the reasonable out-of-pocket costs of moving
your household goods and belongings from Hawaii, including packing,
unpacking, shipping and insurance; (ii) the shipment of one
automobile from Hawaii; (iii) closing costs at actual and
reasonable amounts for the sale of your home in Honolulu, Hawaii,
and (iv) one, one-way airfare (coach) for Employee and his
spouse and eligible dependents directly related to Employee’s
relocation from Hawaii. The Termination Expenses will be reimbursed
up to a maximum of the lesser of (i) actual Relocation
Expenses paid under Section 5.a. above, or (ii) $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 (other than due to a material breach of this Agreement
by Company), Employee agrees to repay Company the full amount
Employee received as Relocation Expenses in
Section 5.a.
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.
4
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 Informatio
