SECOND AMENDMENT TO HAWAIIAN HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN

Exhibit 10.1

SECOND AMENDMENT
TO
HAWAIIAN HOLDINGS, INC.
2005 STOCK INCENTIVE PLAN

As adopted by the board of directors of Hawaiian Holdings, Inc. on November 12, 2008

THIS SECOND AMENDMENT TO HAWAIIAN HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN (the “ Amendment ”) is made by Hawaiian Holdings, Inc. to be effective on November 12, 2008.

Section 1.                     Amendments.

(a)                     Amendment to Section 2.     The term “Discretionary Director Awards” is hereby inserted, in alphabetical order, in Section 2 to read in its entirety as follows:

“Discretionary Director Awards” shall have the meaning specified in the Section 6 hereof.”

(b)                    Amendment to Section 3.     The first paragraph of Section 3 is hereby deleted in its entirety and restated to read as follows:

“The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); provided that Discretionary Director Awards shall be granted and administered by the Corporate Governance an