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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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Soliciting Material Pursuant to §240.14a-12

Hawaiian Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

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Lawrence S. Hershfield   Hawaiian Holdings, Inc.
Chairman of the Board of Directors   3375 Koapaka Street, Suite G-350
    Honolulu, HI 96819

April 16, 2010                                

To Our Stockholders:

        You are cordially invited to attend the 2010 Annual Meeting of Stockholders (the "Annual Meeting") of Hawaiian Holdings, Inc., which will be held at the Hawaii Prince Hotel Waikiki, 100 Holomoana Street, Honolulu, HI 96815, on Wednesday, May 26, 2010, at 10:00 AM, local time.

        The attached Notice of Annual Meeting and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

        Only stockholders of record of our outstanding common stock and special preferred stock at the close of business on April 7, 2010 will be entitled to notice of and to vote at the Annual Meeting.

        Your vote, regardless of the number of shares you own, is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible. Please note that in order for your vote to be counted, you must complete and return the stockholder questionnaire, described in the attached Proxy Statement under "Restriction on Foreign Ownership of Voting Stock" and included on the proxy card. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend in person. Please review the instructions on the proxy card regarding each of these voting options.

        Thank you for your ongoing support of and continued interest in Hawaiian Holdings, Inc.

    Sincerely,

 

 

GRAPHIC

 

 

Lawrence S. Hershfield
    Chairman of the Board of Directors

HAWAIIAN HOLDINGS, INC.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(808) 835-3700




NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

        The 2010 Annual Meeting of Stockholders (the "Annual Meeting") of Hawaiian Holdings, Inc. (the "Company") will be held at The Hawaii Prince Hotel Waikiki, 100 Holomoana Street, Honolulu, HI 96815, on Wednesday, May 26, 2010, at 10:00 AM, local time, to consider and act upon the following matters:

        Only stockholders of record of our outstanding common stock and special preferred stock at the close of business on April 7, 2010, the record date, will be entitled to vote at the Annual Meeting. Please note that in order for your vote to be counted, you must complete and return the stockholder questionnaire, described in this Proxy Statement under "Restriction on Foreign Ownership of Voting Stock" and included on the proxy card.

        Your Board of Directors desires to have maximum representation of stockholders at the Annual Meeting. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend in person. Please review the instructions on the proxy card regarding each of these voting options. You may revoke your proxy at any time prior to its use, by notice in writing to me, the Company's Secretary, by presentation of a later-dated proxy or by attending the Annual Meeting and voting in person.

    By order of the Board of Directors,

 

 

GRAPHIC

 

 

Hoyt H. Zia
    Secretary

Dated: April 16, 2010



HAWAIIAN HOLDINGS, INC.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(808) 835-3700




PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, May 26, 2010

        We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors of Hawaiian Holdings, Inc., a Delaware corporation, for use at our Annual Meeting of Stockholders, which will be held at the Hawaii Prince Hotel Waikiki, 100 Holomoana Street, Honolulu, HI 96815, on Wednesday, May 26, 2010, at 10:00 AM, local time, and any and all adjournments or postponements thereof (collectively, the "Annual Meeting"). We are holding the Annual Meeting for the purposes described in the accompanying Notice of Annual Meeting. This Proxy Statement, the proxy card and the Notice of Annual Meeting are being mailed to stockholders beginning on or about April 16, 2010. As used herein, unless the context requires otherwise, the terms "Holdings", "Company", "we", "our", and "us" refer only to Hawaiian Holdings, Inc., and the term "Hawaiian" refers only to Hawaiian Airlines, Inc., Holdings' primary operating subsidiary.


GENERAL INFORMATION

Important Notice Regarding Availability of Proxy Materials

        This Proxy Statement and our Annual Report to Stockholders are available at http://proxy.hawaiianairlines.com.

Solicitation of Proxies

        Our Board of Directors is soliciting the enclosed proxy. We will make proxy solicitations by mail, and also by telephone, facsimile transmission or otherwise, as we deem necessary. We will bear the costs of this solicitation. We will request banks, brokerage houses, nominees and other fiduciaries nominally holding shares of our common stock, par value $0.01 per share (the "Common Stock"), to forward the proxy soliciting materials and stockholder questionnaires to the beneficial owners of such Common Stock and to obtain authorization for the execution of proxies. We will, upon request, reimburse such parties for their reasonable expenses in forwarding proxy materials and stockholder questionnaires to the beneficial owners. We have engaged the services of Proxy Advisory Group, a professional proxy solicitation firm, to aid in the solicitation of proxies from certain brokers, nominees and other institutional owners, and we expect that the cost of such services will be approximately $6,250.

Record Date, Quorum and Voting Requirements

        Holders of shares of Common Stock and our Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock (collectively, the "Special Preferred Stock") at the close of business on April 7, 2010 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting. As of March 1, 2010, there were approximately 51,928,016 shares of Common Stock and one share each of the Series B Special Preferred Stock, the Series C Special Preferred Stock and the Series D Special Preferred Stock outstanding. The actual number of shares entitled to vote at the Annual Meeting will differ from the number of shares outstanding as of March 1, 2010 if shares are issued or repurchased between March 1, 2010 and the Record Date. Each share of Common Stock and Special Preferred Stock outstanding on the Record Date is entitled to one vote on each matter presented at the Annual Meeting. The presence, in person or by proxy, of the holders of a majority of all outstanding shares of stock entitled

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to vote at the Annual Meeting shall constitute a quorum for the transaction of business at the Annual Meeting. The election of directors requires a plurality of the votes cast by the holders of shares of Common Stock and Special Preferred Stock at a meeting at which a quorum is present. Our Common Stock is listed on the NASDAQ Global Market ("NASDAQ") under the symbol "HA."

        Shares of Common Stock and Special Preferred Stock represented by all properly executed proxies received in time for the Annual Meeting will be voted, unless revoked, in accordance with the choices specified in the proxy, subject to our receipt of the stockholder questionnaires described below. See "Restriction on Foreign Ownership of Voting Stock." Unless contrary instructions are indicated on the proxy, the shares will be voted FOR the election of the eight director nominees named in this Proxy Statement, FOR the adoption of the Amended and Restated 2005 Stock Incentive Plan (the "Stock Incentive Plan") and FOR the ratification of Ernst & Young LLP as the Company's independent registered public accounting firm. Representatives of our transfer agent will assist us in the tabulation of the votes. Abstentions are counted as shares represented at the meeting and entitled to vote for purposes of determining a quorum. Abstentions will have no effect on the outcome of the vote for the election of directors. If you abstain from voting on the proposal for the adoption of the Stock Incentive Plan or the proposal to ratify the appointment of Ernst & Young LLP, your abstention will have the same legal effect as a vote "against" such proposal or proposals.

        Brokers who hold shares of Common Stock for the accounts of their clients must vote such shares as directed by their clients. If brokers do not receive instructions from their clients, the brokers may vote the shares in their own discretion with respect to certain "discretionary" items, but will not be allowed to vote the shares with respect to certain "non-discretionary" items. The ratification of Ernst & Young LLP as the Company's independent registered public accounting firm (Proposal No. 2) is considered to be a discretionary item and your broker will be able to vote on that item even if it does not receive instructions from you, so long as it holds your shares in its name. The adoption of the Stock Incentive Plan (Proposal No. 3) is a "non-discretionary" item. Starting this year, the election of directors (Proposal No. 1) is also a "non-discretionary" item. If you do not instruct your broker how to vote with respect to these items, your broker may not vote with respect to these proposals and those votes will be counted as "broker non-votes." "Broker non-votes" are shares that are held in "street name" by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter. The Company will count the shares represented by broker non-votes in determining whether there is a quorum. Broker non-votes will have no effect on the outcome of the vote to approve the election of directors (Proposal No. 1), the ratification of the auditors (Proposal No. 2), or the adoption of the Stock Incentive Plan (Proposal No. 3).

Restriction on Foreign Ownership of Voting Stock

        Our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") prohibits the ownership or control by non-U.S. citizens of more than 25% of our issued and outstanding voting stock, pursuant to U.S. Department of Transportation regulations. In order to comply with this requirement, we maintain a Foreign Stock Record to keep track of transfers of our voting stock to non-U.S. citizens. At no time will the ownership or control of shares representing more than 25% of our voting stock be registered on the Foreign Stock Record. If, at any time, we determine that the number of shares of our voting stock purportedly registered on the Foreign Stock Record exceeds 25% of the total number of shares of our voting stock, we shall remove sufficient shares from the Foreign Stock Record in reverse chronological order so that the number of shares of our voting stock registered on the Foreign Stock Record does not exceed 25% of our issued and outstanding voting stock. Shares of our voting stock that we know to be owned or controlled by non-U.S. citizens and that are not registered on the Foreign Stock Record shall not be entitled to vote until so registered.

        Before any stockholder (including any natural person, as well as any corporation or other entity) of the Company is permitted to vote its shares at the Annual Meeting, that stockholder must complete and

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return a stockholder questionnaire (included on the proxy card) to establish its citizenship. If any stockholder is determined not to be a U.S. citizen, that stockholder's stock will be registered on the Foreign Stock Record and voted in accordance with the Certificate of Incorporation, subject to the limitations and procedures described above.

Special Preferred Stock Designees

        As described in greater detail in the section below entitled "Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock," the International Association of Machinists and Aerospace Workers (the "IAM"), the Association of Flight Attendants (the "AFA") and the Air Line Pilots Association (the "ALPA") (collectively, the "Unions") hold one share of the Company's Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock, respectively, that, in accordance with our Amended By-Laws, entitle each Union to nominate one director (each such director, a "Special Preferred Stock Designee"). Mr. Sean Kim is the IAM's designee to the Board of Directors, Mr. William S. Swelbar is the AFA's designee to the Board of Directors and Mr. Duane Woerth is the ALPA's designee to the Board of Directors. The Special Preferred Stock Designees are not elected by the holders of the Common Stock, and their election is, accordingly, not to be considered at the Annual Meeting.

Dissenters' Rights

        Under Delaware law, you are not entitled to any dissenters' rights with respect to the election of directors described in this Proxy Statement.

Revocability of Proxy

        Giving the enclosed proxy does not preclude your right to vote in person if you so desire. You may revoke your proxy at any time prior to its exercise by notifying our Secretary in writing, by giving us a later-dated proxy, or by attending the Annual Meeting and voting in person.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

        We are committed to adopting and adhering to sound corporate governance principles. Having such principles is essential to operating our business efficiently and to maintaining our integrity and reputation in the marketplace. We have adopted a Code of Ethics that applies to all of our directors, executive officers and other employees. The Code of Ethics, as well as all of the charters of our Board Committees, is available on the Investor Relations section of our website at http://www.hawaiianairlines.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K, regarding any amendment to, or waiver from, a provision of our Code of Ethics with respect to directors and executive officers, by posting such information on our website, at the address and location specified above.

Board Independence

        The Governance and Nominating Committee and the Board of Directors assess the independence of the directors at least annually. The assessment is based upon the applicable NASDAQ listing standards, the federal securities laws and the regulations promulgated by the Securities and Exchange Commission (the "SEC") thereunder. During the annual assessment of director independence, the Governance and Nominating Committee and the Board of Directors consider transactions and relationships between the Company or its subsidiaries or affiliates, on the one hand, and each director, members of his or her immediate family, or other entities with which he or she is affiliated, on the other hand. Based on the review and recommendation by the Governance and Nominating Committee, the Board of Directors has affirmatively determined that a majority of its members and each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee is independent within the meaning of the applicable NASDAQ listing standards and the SEC's director independence standards. The independent directors are named below under "Election of Directors."

Board Leadership Structure

        Our current Chairman, Mr. Hershfield, has held the role of Chairman since July 2004. From the beginning of his term until June 2005, he was also the Company's President and CEO. When Mr. Dunkerley, who succeeded Mr. Hershfield as CEO, was appointed, we determined that it was in the Company's best interest to separate the roles of CEO and Chairman, and for Mr. Hershfield to continue in his role as Chairman. Separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the Chairman to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. While our bylaws and corporate governance guidelines do not require that our Chairman and CEO positions be separate, the Board of Directors believes that having separate positions and having an independent outside director serve as Chairman is the appropriate leadership structure for the Company at this time, and contributes to our successful corporate governance. The Board of Directors has charged the Chairman with responsibility for facilitating communication between management and the Board of Directors, and representing Board member views to management, among other things.

Role of Board in Risk Oversight

        Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

        Our Chairman meets regularly with our CEO and other senior officers to discuss strategy and risks facing the company. Senior management attends the quarterly Board meetings and participates in strategic planning sessions with the Board to discuss strategies, key challenges, and risks and opportunities for the

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Company. Our Board committees also assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and, discusses policies with respect to risk assessment and risk management. Risk assessment reports are regularly provided by management to the Audit Committee. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Governance and Nominating Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance. The Executive Committee meets regularly to review the progress of and provide guidance to management related to decisions that have been delegated to the Committee by the Board.

Meetings of the Board and Committees

        The Board of Directors has established the following committees: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee and the Executive Committee. Each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee has a committee charter developed under the leadership of its committee chair. Copies of the committee charters are available on the Company's website at http://www.hawaiianairlines.com.

        The Board of Directors held eight formal meetings and acted by unanimous written consent one time during the year ended December 31, 2009. Each director attended at least 75% of the meetings of the Board of Directors and committee meetings that he or she was obligated to attend. Our policy regarding attendance at Board of Directors meetings is that we expect directors to make every effort to attend all Board of Directors meetings, recognizing that scheduling difficulties may at times arise. We do not have a policy with regard to the attendance by directors at the Company's annual meeting of stockholders. All 11 of our then-current directors attended the 2009 annual meeting of stockholders. The membership and function of each committee during the last fiscal year are described below.

        Members acting on the committees of the Board of Directors during the year were:

 
  Audit Committee   Compensation
Committee
  Governance and
Nominating Committee
  Executive
Committee

Gregory S. Anderson

  Chair       Member    

L. Todd Budge

  Member   Member        

Donald J. Carty

  Member   Member       Member

Mark B. Dunkerley

              Member

Lawrence S. Hershfield

      (1)       Chair

Randall L. Jenson

          (1)    

Bert T. Kobayashi, Jr. 

  Member   Member   Chair    

Crystal K. Rose

      Chair   Member   Member

(1)
Mr. Hershfield was appointed to the Compensation Committee in February 2009, and Mr. Jenson was appointed to the Governance and Nominating Committee in February 2009. Mr. Hershfield resigned from the Compensation Committee and Mr. Jensen resigned from the Governance and Nominating Committee on May 20, 2009.

Audit Committee

        We have a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Audit Committee charter, the Audit Committee is responsible for the appointment, compensation, retention, and oversight

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of the work of our independent registered public accounting firm. Its principal functions are to: (i) oversee the integrity of our financial statements and other financial information provided by us to any governmental body or the public; (ii) oversee our systems of internal controls and procedures regarding finance, accounting, disclosures and legal compliance with applicable laws and regulations; and (iii) monitor the performance of the internal auditors and the independence, qualifications and performance of the independent registered public accounting firm and pre-approve services provided by the independent registered public accounting firm. The Board of Directors has determined that Mr. Anderson and Mr. Carty satisfy the criteria set forth in Item 407(d)(5) of Regulation S-K promulgated under the Exchange Act to serve as an "audit committee financial expert" on the Audit Committee. The Audit Committee met nine times in 2009 and did not act by unanimous written consent during 2009. The report of the Audit Committee is included on page 52 of this Proxy Statement.

Compensation Committee

        The Compensation Committee has overall responsibility for evaluating and approving executive officer and director compensation plans, policies and programs of the Company, as well as all equity-based and incentive compensation plans and policies. The Compensation Committee oversees the annual review and approval of corporate goals and objectives relevant to the compensation of executive officers, the evaluation of the performance of the executive officers in light of those goals and objectives, and the determination and approval of such officers' compensation based on the evaluations. The Compensation Committee may delegate its authority to subcommittees or individuals as the Compensation Committee may deem appropriate, except to the extent such delegation would violate any applicable tax or securities laws or the rules and regulations of NASDAQ. The Compensation Committee met six times in 2009 and acted by unanimous written consent one time during 2009. The report of the Compensation Committee is included on page 30 of this Proxy Statement.

Governance and Nominating Committee

        The principal functions of the Governance and Nominating Committee are to: (i) monitor and oversee matters of corporate governance, including the evaluation of Board of Director performance and processes and the independence of directors, and (ii) identify, select, evaluate and recommend to the Board of Directors qualified candidates for election or appointment to the Board of Directors.

        The Governance and Nominating Committee will consider potential nominees brought to its attention by any director or officer of the Company and will consider such candidates based on their achievement in business, education or public service, experience (including management experience in a public company), background, skills, expertise, accessibility and availability to serve effectively on the Board of Directors. Consistent with the Director Nomination Process attached as Exhibit A to the Governance and Nominating Committee charter, the Board and Nominating and Governance Committee do give consideration to assuring that the Board, as a whole, adequately reflects the diversity of the Company's constituencies and the communities in which the Company conducts its business. Diversity, as well as such other factors described above, are reviewed in the context of an assessment of the perceived needs of the Board or a Board committee at a particular point in time. As a result, the priorities and emphasis of the Board and the Nominating and Governance Committee may change from time to time to take into account changes in business and other trends, as well as the portfolio of skills and experience of our current and prospective Board members.

        The Governance and Nominating Committee will also consider nominees recommended in good faith by stockholders. As described further herein under the section entitled "Stockholder Proposals," stockholders should submit the candidate's name, credentials, contact information and his or her written consent to be considered as a candidate to the Governance and Nominating Committee to the Secretary of the Company at 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819 no earlier than 120 days or later than 90 days prior to the first anniversary of the Annual Meeting. The proposing stockholder should also

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include his or her contact information and a statement of his or her share ownership (how many shares owned and for how long). Such stockholder recommended candidates will be evaluated in the same manner as candidates nominated by any other person. We do not pay any fees to any third parties for assisting us with nominations and evaluations of candidates for director, nor do we obtain such services from third parties.

        The Governance and Nominating Committee also recommends to the Board of Directors the assignment of directors to committees, including the designation of committee chairs. The Governance and Nominating Committee met seven times in 2009 and did not act by unanimous written consent during 2009.

Executive Committee

        The Executive Committee is empowered to act for the full Board of Directors in intervals between Board of Directors meetings, with the exception of certain matters that by law may not be delegated. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported at the next Board of Directors meeting. The Executive Committee met five times in 2009 and did not act by unanimous written consent in 2009.

Executive Sessions of the Board of Directors

        The independent directors meet on a regular basis to review the performance of management and the Company. The presiding director at such sessions is rotated among the independent directors.

Communications with the Board of Directors

        Stockholders may send communications to the Board of Directors at the following address: 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819, specifying whether the communication is directed to the entire Board of Directors, the independent directors or to a particular director.

Compensation of Directors

        In 2009, under the Company's policy for directors, each non-employee director receives an annual retainer of $35,000 plus $1,000 for each meeting of the Board of Directors that he or she attends in person and $500 for each meeting he or she attends telephonically, in each case, for meetings attended in excess of eight meetings (whether in-person or via telephone) during the twelve month period beginning June 1 of each year. The chair of the Audit Committee receives an annual retainer of $15,000, the chair of the Compensation Committee receives an annual retainer of $10,000 and the chair of the Governance and Nominating Committee receives an annual retainer of $2,000. The members of the Audit Committee and the Compensation Committee receive an annual retainer of $5,000.

        Effective January 1, 2010, each non-employee director will receive an annual retainer of $45,000 plus $1,500 for each meeting of the Board of Directors that he or she attends in person and $750 for each meeting he or she attends telephonically, in each case, for meetings attended in excess of eight meetings (whether in-person or via telephone) during the twelve month period beginning June 1 of each year. The Chairman of the Board of Directors will receive an annual retainer of $50,000, the chair of the Audit Committee will receive an annual retainer of $15,000, the chair of the Compensation Committee will receive an annual retainer of $10,000 and the chair of the Governance and Nominating Committee will receive an annual retainer of $6,000. The members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee will receive an annual retainer of $5,000.

        In 2009, the non-employee directors received deferred stock unit grants in the amounts and the terms described below. The Compensation Committee and the Board of Directors has approved replacing such annual deferred stock unit grant with an annual automatic equity grant, commencing with this Annual

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Meeting, to be made to each non-employee director on the date of each annual stockholders meeting equal to that number of stock units determined by dividing $60,000 by the closing price of the Company's common stock on the date of such meeting (or if such date is not a trading day, then the closing price on the immediately preceding trading day), vesting 100% on the day prior to the following year's regularly scheduled annual stockholders meeting, and otherwise subject to the terms and conditions of the Company's standard form of non-employee director stock award agreement.

        In recognition of his contributions toward the Company's successful resolution of the Company's litigation with Mesa Air Group, Inc., described more fully below under the heading "One-Time Bonuses" in the Company's Compensation Discussion and Analysis, below, Mr. Hershfield was awarded 25,000 shares of the Company's common stock on February 20, 2009.

        The following table shows the compensation paid or accrued during the fiscal year ended December 31, 2009 to the individuals serving on the Board of Directors in 2009:

Name(1)   Fees Earned or
Paid in Cash
($)
  Stock
Awards
($)(2)
  Option
Awards
($)(3)
  All Other
Compensation
($)
  Total
($)
 

Gregory S. Anderson

    50,000     36,864         7,728(4)       94,592  

L. Todd Budge

    45,000     36,864         16,978(5)       98,842  

Donald J. Carty

    45,000     36,864         —             81,864  

Lawrence S. Hershfield(6)

    56,665     145,700         8,352(7)       210,717  

Randall L. Jenson

    35,000     36,864         33,707(8)       105,571  

Sean Kim

    35,000     36,864         21,735(9)       93,599  

Bert T. Kobayashi, Jr. 

    47,000     36,864         14,515(10)     98,379  

Crystal K. Rose

    45,000     36,864         23,378(11)     105,242  

William S. Swelbar

    35,000     36,864         —             71,864  

Duane E. Woerth

    23,333     36,864     15,900     —             76,097  

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Supplemental Director Compensation Table—Outstanding Stock Awards

Name(1)   Aggregate Stock
Award Shares
Outstanding
  Award
Grant Date(s)
  Number of
Shares
  ASC 718
Grant Date
Fair Value
($)
 

Gregory S. Anderson

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

L. Todd Budge

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

Donald J. Carty

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

Lawrence S. Hershfield

    20,000     5/27/2009     10,000     51,200  

          5/20/2008     10,000     70,500  

Randall L. Jenson

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

Sean Kim

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

Bert T. Kobayashi, Jr. 

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

Crystal K. Rose

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

William S. Swelbar

    14,400     5/27/2009     7,200     36,864  

          5/20/2008     7,200     50,760  

Duane E. Woerth

    7,200     5/27/2009     7,200     36,864  

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Supplemental Director Compensation Table—Outstanding Options

Name(1)   Aggregate
Option Shares
Outstanding
  Award
Grant Date(s)
  Number of
Shares
  ASC 718
Grant Date
Fair Value
($)
 

Gregory S. Anderson

    9,999     5/30/2007     6,666     12,465  

          5/31/2006     3,333     6,499  

L. Todd Budge

   
25,000
   
5/30/2007
   
10,000
   
18,700
 

          5/31/2006     15,000     29,250  

Donald J. Carty

   
5,000
   
4/8/2008
   
5,000
   
19,600
 

Lawrence S. Hershfield

   
150,000
   
5/30/2007
   
15,000
   
28,050
 

          5/31/2006     15,000     29,250  

          12/19/2005     100,000     203,685  

          8/10/2005     20,000     52,800  

Randall L. Jenson

   
110,000
   
5/30/2007
   
10,000
   
18,700
 

          5/31/2006     10,000     19,500  

          12/19/2005     75,000     152,764  

          8/10/2005     15,000     39,600  

Sean Kim

   
3,333
   
5/30/2007
   
3,333
   
6,233
 

Bert T. Kobayashi, Jr. 

    14,999     5/30/2007     6,666     12,465  

          5/31/2006     3,333     6,499  

          8/10/2005     5,000     13,200  

Crystal K. Rose

   
25,000
   
5/30/2007
   
10,000
   
18,700
 

          5/31/2006     15,000     29,250  

William S. Swelbar

   
25,000
   
5/30/2007
   
10,000
   
18,700
 

          5/31/2006     10,000     19,500  

          11/16/2005     5,000     10,650  

Duane E. Woerth

    5,000     5/27/2009     5,000     15,900  

(1)
Mark B. Dunkerley is not included in the table because he is also a named executive officer in the Summary Compensation Table below. He receives no additional compensation for his service as one of our directors.

(2)
Represents the grant date fair value of deferred stock units granted to each director in 2009, as calculated in accordance with FASB ASC 718, Compensation—Stock Compensation, or ASC 718. Please refer to Note 11 to our consolidated financial statements for the year ended December 31, 2009 in Hawaiian Holdings' 2009 Annual Report on Form 10-K, as filed with the SEC on February 18, 2010, for further discussion related to the assumptions used in our valuation.

(3)
Represents the grant date fair value of stock options granted to each director in 2009, as calculated in accordance with FASB ASC 718, Compensation—Stock Compensation, or ASC 718. Please refer to Note 11 to our consolidated financial statements for the year ended December 31, 2009 in Hawaiian Holdings' 2009 Annual Report on Form 10-K, as filed with the SEC on February 18, 2010, for further discussion related to the assumptions used in our valuation. For information on the valuation assumptions with respect to grants made in years prior to 2009, please refer to the notes to our financial statements in our applicable Annual Report on Form 10-K. Subject to the directors' continued service, these options vest equally over three years from the grant date. Additional information regarding each director's outstanding stock options appears in the supplemental table above.

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(4)
Represents (i) personal travel on our flights in 2009 with an estimated fair value of $4,672 and (ii) tax reimbursements in the amount of $3,056.

(5)
Represents (i) personal travel on our flights in 2009 with an estimated fair value of $10,187 and (ii) tax reimbursements in the amount of $6,791.

(6)
In 2009, at Mr. Hershfield's request, the Company donated four First Class round trip travel awards from San Diego to Hawaii to La Jolla Country Day Elementary School. The total value of these vouchers is approximately $3,824. Mr. Hershfield is a trustee of La Jolla Country Day Elementary School. The Company also donated several computers, with a fully depreciated book value of $0, to Computers to San Diego Kids, a nonprofit organization founded by Mr. Hershfield. The value of these donations were not included in the calculation of Mr. Hershfield's compensation, as the donations were not made in Mr. Hershfield's name.

(7)
Represents (i) personal travel on our flights in 2009 with an estimated fair value of $4,631 and (ii) tax reimbursements in the amount of $3,721.

(8)
Represents (i) personal travel on our flights in 2009 with an estimated fair value of $21,656 and (ii) tax reimbursements in the amount of $12,051.

(9)
Represents (i) personal travel on our flights in 2009 with an estimated fair value of $11,737 and (ii) tax reimbursements in the amount of $9,998.

(10)
Represents (i) personal travel on our flights in 2009 with an estimated fair value of $7,838 and (ii) tax reimbursements in the amount of $6,677.

(11)
Represents (i) personal travel on our flights in 2009 with an estimated fair value of $12,624 and (ii) tax reimbursements in the amount of $10,754.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

        The Board of Directors currently consists of eleven directors, ten of whom are independent directors. The Board of Directors has affirmatively determined that Mr. Gregory S. Anderson, Mr. L. Todd Budge, Mr. Donald J. Carty, Mr. Lawrence S. Hershfield, Mr. Randall L. Jenson, Mr. Sean Kim, Mr. Bert T. Kobayashi, Jr., Ms. Crystal K. Rose, Mr. William S. Swelbar and Mr. Duane E. Woerth are independent as defined by the NASDAQ listing standards and the applicable rules of the SEC.

        Eight directors will be elected at the Annual Meeting to serve for one-year terms and until their successors are elected and qualified. On the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated Mr. Hershfield, Mr. Mark B. Dunkerley, Mr. Anderson, Mr. Budge, Mr. Carty, Mr. Jenson, Mr. Kobayashi and Ms. Rose for election to the Board of Directors at the Annual Meeting. All of the nominees are currently members of the Board of Directors, and all of the nominees have agreed to being named in this Proxy Statement and to continue to serve if elected. In the event that any such nominee is unable to serve, the proxyholders will vote for any other person that the Board of Directors designates. The election of each nominee as a director requires a plurality of the votes cast at the Annual Meeting by holders of shares entitled to vote. The proxies cannot be voted for a greater number of persons than the number of nominees. You will find each nominee's biographical information below.

        As described in greater detail in the section below entitled "Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock," the IAM, the AFA and the ALPA hold one share of the Company's Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock, respectively, that, in accordance with our Amended By-Laws, entitle each Union to nominate one director. Mr. Sean Kim is the IAM's designee to the Board of Directors, Mr. Swelbar is the AFA's designee to the Board of Directors and Mr. Woerth is the ALPA's designee to the Board of Directors. The Special Preferred Stock Designees are not elected by the holders of the Common Stock, and their election is, accordingly, not to be considered at the Annual Meeting.

Information Regarding Directors

        The name, age, present principal occupation or employment and five-year employment history of each of our directors is set forth below. Each of the persons listed below is a citizen of the United States. Unless otherwise noted, the business address of each person listed below is 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819 and the telephone number at that address is (808) 835-3700. The Special Preferred Stock Designees are not elected by the holders of the Common Stock, and their election is, accordingly, not to be considered at the Annual Meeting.

Name   Age   Position(s)
Lawrence S. Hershfield     53   Chair of the Board of Directors
Mark B. Dunkerley     46   Director, President and Chief Executive Officer
Gregory S. Anderson     53   Director
L. Todd Budge     50   Director
Donald J. Carty     63   Director
Randall L. Jenson     41   Director
Bert T. Kobayashi, Jr.      70   Director
Crystal K. Rose     52   Director

Special Preferred Stock Designees:

 

 

 

 

 
Sean Kim     58   Director (IAM Designee)
William S. Swelbar     51   Director (AFA Designee)
Duane E. Woerth     61   Director (ALPA Designee)

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        Lawrence S. Hershfield.    Mr. Hershfield has been the Chair of our Board of Directors since July 2004. Mr. Hershfield served as our President and Chief Executive Officer from June 14, 2004 through June 2, 2005. He has been the Chief Executive Officer of Ranch Capital, LLC, which he founded to pursue investments in undervalued or distressed assets or companies, since October 2002. Since June 2004, he has been the Chief Executive Officer and President of RC Aviation Management, LLC ("RC Aviation Management"), the managing member of RC Aviation LLC ("RC Aviation"). He is also Chairman of the Board of Premier Entertainment Biloxi, LLC, which owns the Hard Rock Hotel and Casino in Biloxi, MS, and serves as a member of the Board of Berkadia Commercial Mortgage Servicing Inc., the third-largest commercial mortgage servicer in the U.S., owned by a joint venture of Berkshire Hathaway Inc. and Leucadia National Inc. Since January 2008, Mr. Hershfield has served as a member of the Board of Infinity Bio-Energy Ltd. Mr. Hershfield received a B.S. in Biology from Bucknell University (1977) and has an M.B.A. from Stanford University Graduate School of Business (1981). From 2006 through 2009, Mr. Hershfield served as a Trustee of the Stanford University Business School Trust, and recently was appointed to the Advisory Board of the Stanford Center for Longevity. Mr. Hershfield serves as Chair of the Executive Committee of the Board of Directors. Mr. Hershfield contributes an in-depth familiarity with the Company, its operations and its history resulting from his prior service as its CEO and years of service as its Chairman, as well as a breadth of experience gained from serving as a director or officer of, or investor in, public and private companies in a variety of industries.

        Mark B. Dunkerley.    Mr. Dunkerley has been a member of our Board of Directors and the President and Chief Executive Officer of both Hawaiian and Holdings since June 2, 2005. He previously was President and Chief Operating Officer of Hawaiian from December 2002 and President and Chief Operating Officer of Holdings from February 2003 until he resigned the positions at Holdings following Hawaiian's Chapter 11 filing and the appointment of the bankruptcy trustee. From August 2001 until March 2002, he was the Chief Operating Officer of the Sabena Airlines Group located in Brussels, Belgium. In October 2001, Sabena Airlines Group filed for the Belgian equivalent of bankruptcy and began its liquidation process in November 2001. In 2001, Mr. Dunkerley served as a consultant with the Roberts Roach firm, which provides strategic and economic consulting services to the aviation industry. From 1999 to 2000, Mr. Dunkerley was Chief Operating Officer, President and a member of the Board of Directors of Worldwide Flight Services, one of the largest providers of ground services to airlines including baggage and passenger check-in handling at airports worldwide. From 1989 to 1999, Mr. Dunkerley worked for British Airways, where he held a variety of management positions including his last position as senior vice president for British Airways' Latin America and Caribbean division from 1997 to 1999. Mr. Dunkerley serves on the Board of Directors of the Hawaii Visitors and Convention Bureau (as Chairman) and the Hawaii Business Roundtable. Mr. Dunkerley received a Bachelor's of Science in Economics from the London School of Economics (1984) and a Master's degree in Air Transportation Economics from the Cranfield Institute of Technology (1985). Mr. Dunkerley serves as a member of the Executive Committee of the Board of Directors. Mr. Dunkerley's day to day leadership of the Company in his role as CEO allows him to contribute to the Board a deep understanding of the Company's operations and of the challenges and opportunities facing our business.

        Gregory S. Anderson.    Mr. Anderson was originally appointed as a member of our Board of Directors since July 2004. Mr. Anderson is currently CEO of Legacy Senior Housing and Development Company, a developer and owner of senior residential facilities. From 2004 to 2007, Mr. Anderson had been Chief Executive Officer and President of Bank of Arizona, N.A., a commercial bank located in Phoenix, Arizona. From 1998 to 2002, he was Chief Executive Officer and President of Quality Care Solutions Inc., an Arizona corporation that is a leading provider of healthcare payer software solutions. From 1985 to 1998, Mr. Anderson was general manager of El Dorado Investment Company, Arizona's then largest venture capital company. Mr. Anderson serves on numerous boards of both public and private companies. Currently, Mr. Anderson is the lead outside director of Sun Healthcare Group, Inc. and serves as a director on several civic boards. From 1994 to 2009, he was a director of Bank of Arizona, N.A. Mr. Anderson has a B.S. in Finance from Arizona State University (1979) and has been certified by the

13



Center for Executive Development at Stanford University School of Business. Mr. Anderson serves as Chair of the Audit Committee, and as a member of the Governance and Nominating Committee of the Board of Directors. Mr. Anderson's experience as the CEO of numerous companies gives him insight into the challenges facing our management, his finance background and expertise allow him to provide effective leadership to our Audit Committee, and his experience as a member of a number of public and private company Boards of Directors makes him a valuable member of our Governance and Nominating Committee.

        L. Todd Budge.    Mr. Budge has been a member of our Board of Directors since June 2006. Since January 2009, Mr. Budge has been the Chairman of the Board of Tokyo Star Bank, Limited ("Tokyo Star Bank"). From June 2003 to December 2008 he was President and Chief Executive Officer of Tokyo Star Bank. From March 2002 to May 2003, he was the Chief Operating Officer of Tokyo Star Bank. Prior to joining Tokyo Star Bank, Mr. Budge held executive positions at General Electric Capital and Citibank in both the U.S. and Japan, and in consulting with Bain & Co. in Japan. Mr. Budge serves as a member of the Audit Committee and Compensation Committee of the Board of Directors. Mr. Budge benefits the Board of Directors, Audit Committee and Compensation Committee due to his extensive experience in the financial industry as Chairman of the Board and former executive of Tokyo Star Bank, as well as his prior executive positions with General Electric Capital and Citibank.

        Donald J. Carty.    Mr. Carty has been a member of our Board of Directors since April 2008. Mr. Carty previously served as a member of our Board of Directors from July 2004 until February 2007. From January 2007 to June 2008, Mr. Carty was the Chief Financial Officer and Vice Chair of the Board of Dell, Inc. Mr. Carty is the former Chair of the Board and Chief Executive Officer of AMR Corporation, positions he held from 1998 until April 2003. From 1995 to 1998, he was President of American Airlines, Inc., a subsidiary of AMR Corporation. From March 1985 to March 1987, he was the Chief Executive Officer of Canadian Pacific Airlines. Mr. Carty is also a director of Dell, Inc., Barrick Gold Corporation, Gluskin Sheff & Associates and Talisman Energy, Inc. Mr. Carty also serves as Chair of the Board of Virgin America Airlines and Porter Airlines. From May 2001 to May 2007, Mr. Carty was a director of Sears Holdings, and from January 2004 to September 2008 he was a director of CHC Helicopter. In January 2003, Mr. Carty was named an officer of The Order of Canada. Mr. Carty is a graduate of Queen's University in Kingston, Ontario, and of the Harvard University Graduate School of Business Administration. Mr. Carty serves as a member of the Audit Committee, the Compensation Committee and the Executive Committee of the Board of Directors. Mr. Carty's more than 20 years of experience as an airline industry executive, including his leadership of AMR, and his service as a director of a number of other airlines, make him an invaluable resource for management and the Board in devising, implementing and overseeing the Company's strategy, and a knowledgeable advisor to our Audit Committee and Compensation Committee.

        Randall L. Jenson.    Mr. Jenson has been a member of our Board of Directors since July 2004. Mr. Jenson was appointed as our Chief Financial Officer, Treasurer and Secretary in June, 2004. He resigned as Secretary effective as of July, 2005 and as Chief Financial Officer and Treasurer as of November, 2005. He is co-founder and President of Ranch Capital, LLC, which was formed in 2002 to pursue investments in undervalued or distressed assets or companies. Since June 2004, he has been the Vice President and Secretary of RC Aviation Management, the managing member of RC Aviation. From May 1997 to October 2002, he served in various capacities in or at the direction of Leucadia National Corporation. From August 1999 to April 2002, Mr. Jenson served as the President and Chief Executive Officer of American Investment Bank N.A., a wholly-owned subsidiary of Leucadia National Corporation. He served as a director of the bank from August 1998 to April 2002, and from May 1997 to August 1999 he served as Senior Vice President. Mr. Jenson received a B.A. in Accounting from the University of Utah (1991), and has an M.B.A. from Harvard University Graduate School of Business Administration (1997). Mr. Jenson's familiarity with our business from his prior service as our CFO and Treasurer, allows him to contribute to the Board a valuable perspective on the financial operations of our business.

14


        Bert T. Kobayashi, Jr.    Mr. Kobayashi has been a member of our Board of Directors since December 2004. Mr. Kobayashi is senior partner of the law firm of Kobayashi Sugita & Goda in Honolulu, Hawaii. He currently is director of the First Hawaiian Bank (1974 to present) and BancWest Corporation (1998 to present) where he serves on the Audit Committee and is currently the interim committee chair. Mr. Kobayashi also was a member of the Board of Directors of Western Airlines (from 1976 to 1986, when it was sold to Delta Air Lines) and on the Board of Directors of Schuler Homes (from 1992 to 2001, when it merged with Western Pacific). He formerly sat as chairman of the State of Hawaii Judicial Selection Commission. Mr. Kobayashi has a J.D. from the University of California, Hastings College of Law and a B.A. from Gettysburg College. Mr. Kobayashi serves as a member of the Audit Committee and the Compensation Committee, and as Chair of the Governance and Nominating Committee of the Board of Directors. Mr. Kobayashi's legal expertise as a senior partner at the law firm of Kobayashi Sugita & Goda, his membership on the Board of Directors of First Hawaiian Bank and the Board of Directors and Audit Committee of BancWest Corporation, and his extensive experience in the airline industry, makes him an experienced and skilled advisor to our Board of Directors, Audit Committee, Compensation Committee and Governance and Nominating Committee.

        Crystal K. Rose.    Ms. Rose has been a member of our Board of Directors since June 2006. Ms. Rose, an attorney, is a partner with Bays Deaver Lung Rose & Holma (1986 through present). Ms. Rose is currently a lead director and a member of the governance and nominating committee of each of Central Pacific Financial Corp. (February 2005 through present) and Central Pacific Bank (August 2004 through present). From 2004 to 2006, Ms. Rose was a director of Hawaiian Electric Light Co, Ltd. Ms. Rose also serves on several civic boards. Ms. Rose serves as Chair of the Compensation Committee and as a member of the Governance and Nominating Committee and the Executive Committee of the Board of Directors. Ms. Rose has a J.D. from the University of California, Hastings College of Law and a B.S. from Willamette University. Ms. Rose's legal experience, as a partner with Bays Deaver Lung Rose & Holma, as well as her experience as a lead director and member of the governance and nominating committee of each of Central Pacific Financial Corp. and Central Pacific Bank allows her to provide valuable insight and leadership in her positions as Chair of our Compensation Committee and member of our Governance and Nominating Committee.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO ELECT THE EIGHT DIRECTORS THAT HAVE BEEN NOMINATED TO THE BOARD OF DIRECTORS.

Special Preferred Stock Designees

        Sean Kim.    Mr. Kim has been a member of our Board of Directors since May, 2006. Mr. Kim, an attorney, was a partner with Park Kim & Yu (1976 through 1997), and has been a solo practitioner since 1997. Mr. Kim concentrates his practice on the representation of labor organizations. Mr. Kim has a J.D. from the University of California, Hastings College of Law and a B.A. from the University of Hawaii. Mr. Kim is the IAM's designee to the Board of Directors. See "Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock."

        William S. Swelbar.    Mr. Swelbar has been a member of our Board of Directors since November, 2005. Currently, Mr. Swelbar is a Research Engineer with the Massachusetts Institute of Technology's International Center for Air Transportation. Prior to his MIT appointment, Mr. Swelbar enjoyed a 25-year consulting career specializing in distressed labor negotiations and regulatory issues governing air transport. Mr. Swelbar received a B.S. from Eastern Michigan University and has an M.B.A. from The George Washington University. Mr. Swelbar is the AFA's designee to the Board of Directors. See "Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock."

        Duane E. Woerth.    Mr. Woerth has been a member of our Board of Directors since June 2009. Mr. Woerth is co-founder and Senior Vice President of Airlines Relations of Sojern, Inc. (2007 to present).

15



From 1999 to 2007, he served as president of Air Line Pilots Association (ALPA), the largest airline pilot union in the world. Prior to that, he worked as first vice president, leading ALPA's international aviation initiatives from 1991 to 1998. Mr. Woerth also served on the Northwest Airlines board of directors from 1993 to 1999. Additionally, he has over 20 years of pilot experience with Braniff and Northwest Airlines as well as the U.S. Air Force, from which he retired with the rank of Lt. Colonel. During his career, Mr. Woerth led the Department of Transportation (DOT) agency review team with special emphasis on the Federal Aviation Administration and was appointed by the DOT to lead one of two teams on aircraft to quickly propose and implement enhanced security measures following September 11th. Mr. Woerth holds a B.S. in Business Administration from the University of Nebraska and a Masters of Arts in Public Administration from the University of Oklahoma. Mr. Woerth is the ALPA's designee to the Board of Directors. See "Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock."

16



EXECUTIVE OFFICERS

        The following table sets forth the names, ages and all positions and offices with the Company held by the Company's present executive officers.

Name   Age   Position(s)

Mark B. Dunkerley

    46   President and Chief Executive Officer of Holdings and Hawaiian

Peter R. Ingram

    43   Executive Vice President, Chief Financial Officer and Treasurer of Holdings and Hawaiian

David J. Osborne

    54   Executive Vice President and Chief Information Officer of Hawaiian

Barbara D. Falvey

    51   Senior Vice President—Human Resources of Hawaiian

Glenn G. Taniguchi

    67   Senior Vice President—Marketing and Sales of Hawaiian

Hoyt H. Zia

    56   Secretary of Holdings and Senior Vice President, General Counsel and Corporate Secretary of Hawaiian

        The following is information with respect to the Company's executive officers who are not also directors of the Company:

        Peter R. Ingram.    Mr. Ingram became the Executive Vice President, Chief Financial Officer and Treasurer of Holdings and Hawaiian effective as of November 16, 2005. Mr. Ingram had worked at AMR Corporation, the parent company of American Airlines and American Eagle Airlines, for 11 years prior to joining the Company. From 2002 to 2005, he served as Vice President of Finance and Chief Financial Officer for American Eagle Airlines. Prior to that, he spent eight years in finance-related management positions for American Airlines. Mr. Ingram received a B.A. in Business Administration from the University of Western Ontario (1988) and has an M.B.A. from Duke University (1994).

        David J. Osborne.    Mr. Osborne became Hawaiian's Senior Vice President and Chief Information Officer on May 16, 2005 and was promoted to Executive Vice President and Chief Information Officer on November 1, 2006. Prior to that, he spent 20 years developing and consulting on complex global information distribution systems for banks and financial services firms while based in New York City. He was most recently managing director/CIO for the investment companies at the Bank of New York and, before that, was managing director/CIO within the global markets division of Deutsche Bank responsible for its electronic distribution platforms. Previously he was the chief technology officer and senior vice president for Plural/Dell Global Services, a technology consulting company. Mr. Osborne studied in the United Kingdom at the University of Aston in Birmingham, and at Charles Keene University in Leicester.

        Barbara D. Falvey.    Ms. Falvey became Hawaiian's Senior Vice President—Human Resources in July 2005. From March 2003 to June 2005, Ms. Falvey served as Vice President of Ameristar Casinos where she was responsible for corporate human resources. Prior to that, Ms. Falvey spent three years as Senior Vice President of Human Resources for Aladdin Gaming, LLC and 15 years in executive leadership positions in human resources, both at the corporate and property levels, for Caesars World, Inc. Ms. Falvey received a B.A. in English from the University of California, Los Angeles (1983) and a M.S. in Organization Development from Pepperdine University (2003).

        Glenn G. Taniguchi.    Mr. Taniguchi became Senior Vice President—Marketing and Sales of Hawaiian in November 2006. He started his career at Hawaiian in 1966. He has served in a variety of roles during his 30-plus years at Hawaiian, most recently as Vice President of Schedule Planning, the position he held from 1995 to 2006. In his current position, Mr. Taniguchi is responsible for overseeing Hawaiian's marketing activities, including product development, flight scheduling, pricing, reservations, e-business, advertising, and field sales for passenger and cargo operations. Mr. Taniguchi has a B.A. in Business Administration from the University of Hawaii.

17


        Hoyt H. Zia.    Mr. Zia became Holdings' Secretary and Hawaiian's Senior Vice President, General Counsel and Corporate Secretary effective on February 8, 2007. From March 2004 to February 2007, Mr. Zia worked for PacificBasin Communications, LLC as publisher for Hawaii Business Magazine. Prior to that, Mr. Zia spent three and a half years as Executive Director of the Pacific Telecommunications Council, an international, non-profit, non-governmental membership telecommunications organization, and over eighteen years practicing law as in-house counsel with corporations like Amfac/JMB Hawaii, Inc. and Motorola, Inc., in government as Chief Counsel for Export Administration, U.S. Department of Commerce, and in private practice. Mr. Zia received a B.A. in East Asian Studies from the Dartmouth College (1975) and a J.D. from UCLA School of Law (1981), and he served as a U.S. Marine Corps officer from 1975 to 1978.


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

        We operate in a highly competitive industry and recognize that effective compensation strategies are critical to retain key employees and maximize stockholder value creation. The primary objective of our compensation program, including executive compensation, is to attract, retain and motivate the best people available. Our compensation program is designed to reward the achievement of specific goals set for the Company as well as those set for individual executives. We seek to reward executive performance which meets or surpasses these established goals in order to align the interests of our executives with the long term interests of our stockholders. We also seek to ensure that total compensation provided to our key executives remains competitive relative to the compensation paid to similarly situated executives of peer companies. As used herein, the phrase "our executives" refers to the executive officers of Hawaiian and the Company.

Employment Agreements

        The compensation paid in 2009 to our named executive officers, i.e., Messrs. Dunkerley, Ingram, Osborne, Taniguchi, and Ms. Falvey was determined, in part, by existing employment agreements that were negotiated at arm's length between the Company and each such executive officer. The Compensation Committee believes that having such agreements with our named executive officers provides the Company and its executives with valuable expectations regarding the employment relationship and the potential benefits named executive officers may receive based on their contributions to the success of the Company. The Compensation Committee reviews and approves any such employment agreements, offer letters and any amendments thereto prior to entering into them with its named executive officers.

        Pursuant to Mr. Dunkerley's employment agreement, as in effect for 2009, Mr. Dunkerley was entitled to an annual base salary of $580,000, and an annual incentive compensation payment of one hundred percent (100%) for satisfactory performance and a maximum of two hundred percent (200%) of his annual base salary, if he achieved certain targets established by the Compensation Committee. The potential severance and change in control benefits payable to Mr. Dunkerley under his employment agreement are described below under the heading "Potential Payments Upon Termination or Change-in-Control."

        Pursuant to Mr. Ingram's employment agreement, Mr. Ingram is entitled to an annual base salary, currently $330,000, and can expect to receive a target incentive compensation payment of seventy-five percent (75%) of his annual base salary, if he achieves certain targets to be established by the Compensation Committee. On April 6, 2009, the Company amended Mr. Ingram's employment agreement to clarify the calculation of a pro rated bonus upon termination without Cause based on the Company's actual corporate performance score for such fiscal year and deemed satisfaction (at the target or "meets expectations" level, as described under Annual Incentive Compensation, below) of Mr. Ingram's individual performance goals. The potential severance and change in control benefits payable to Mr. Ingram under

18



his employment agreement are described below under the heading "Potential Payments Upon Termination or Change-in-Control."

        Pursuant to Mr. Osborne's employment agreement, Mr. Osborne is entitled to an annual base salary, currently $300,000, and can expect to receive a target incentive compensation payment of seventy-five percent (75%) of his annual base salary, if he achieves certain targets to be established by the Compensation Committee. In connection with Mr. Osborne's entry into the Executive Severance Agreement in 2009, as described below, the Company and Mr. Osborne clarified the calculation of a pro rated bonus upon termination without Cause based on the Company's actual corporate performance score for such fiscal year and deemed satisfaction (at the target or "meets expectations" level, as described under Annual Incentive Compensation, below) of Mr. Osborne's individual performance goals. The potential severance and change in control benefits payable to Mr. Osborne under his employment agreement are described below under the heading "Potential Payments Upon Termination or Change-in-Control." Mr. Osborne's Executive Severance Agreement, described below, currently governs the terms and conditions of Mr. Osborne's employment with the Company.

        Pursuant to Ms. Falvey's employment agreement, Ms. Falvey is entitled to an annual base salary, currently $280,000, and can expect to receive a target incentive compensation payment of sixty percent (60%) of her annual base salary, if she achieves certain targets to be established by the Compensation Committee. On April 6, 2009, the Company amended Ms. Falvey's employment agreement to clarify the calculation of a pro rated bonus upon termination without Cause based on the Company's actual corporate performance score for such fiscal year and deemed satisfaction (at the target or "meets expectations" level, as described under Annual Incentive Compensation, below) of Ms. Falvey's individual performance goals. The potential severance and change in control benefits payable to Ms. Falvey under her employment agreement are described below under the heading "Potential Payments Upon Termination or Change-in-Control."

        Pursuant to Mr. Taniguchi's employment agreement, Mr. Taniguchi is entitled to an annual base salary, currently $250,000, and is eligible to participate in our annual incentive compensation program. For 2009, Mr. Taniguchi's target incentive compensation payment remained at sixty percent (60%) of his annual base salary, the same target as in effect for 2008, subject to achievement of targets established by the Compensation Committee, described below. The potential severance and change in control benefits payable to Mr. Taniguchi under his employment agreement are described below under the heading "Potential Payments Upon Termination or Change-in-Control."

Objectives and Philosophy of Our Compensation Program

        The Compensation Committee works closely with management to design an executive compensation program to assist us in attracting and retaining outstanding executives and senior management personnel. The design and implementation of such program continually evolves as we grow, but is based primarily on two elements: (i) providing compensation opportunities that are competitive with competing companies; and (ii) linking executives' compensation with our financial, operating and competitive performance. Our compensation program is designed to reward individual and corporate performance and to create incentives for both operating performance in the current year and for the long-term benefit of our business so as to align the interests of management with the long-term interests of stockholders.

Elements of Compensation

        Currently, the principal components of our executive compensation program (each discussed more fully below) are:

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Determination of the Amount of Each Element of Compensation

        In negotiating the terms of employment agreements with our named executive officers and determining the amount of any incentive, equity-based or other additional compensation, the Compensation Committee reviews publicly available information regarding other companies with which we compete; assesses our overall financial condition and the financial condition of the airline industry in general; consults, when appropriate, with an independent compensation consultant; and, for compensation payable to other named executive officers, consults with the Chief Executive Officer. Although some elements of named executive officers' compensation that may result from such negotiation may vary due to specific requirements and concerns of such named executive officers, the Compensation Committee strives to set an overall compensation package informed by the processes described above.

Compensation Consultants

        As in prior years, in 2009 the Compensation Committee retained Watson Wyatt Worldwide (now renamed Towers Watson following their merger with Towers Perrin) to consult with the Compensation Committee regarding the development of its 2009 incentive compensation program. Watson Wyatt consummated its merger with Towers Perrin in early 2010. In 2009, Towers Perrin provided non-executive compensation consulting services to the Company, including actuarial and other services relating to the Company's pension and other benefit plans for certain of its employees The total fees paid to Towers Perrin by the Company for this 2009 work totaled $0.9 million.

Annual Base Salary

        Base salary levels for our named executive officers are designed to be competitive in the marketplace for executives of comparable talent and experience, are based on each named executive officer's responsibility and are subject to increase based upon individual and Company performance. Each named executive officer's base salary for 2009 is reported in the Summary Compensation Table below. Due to overall macro-economic conditions, the Compensation Committee decided to maintain named executive officer base salaries for 2009 at their 2008 levels. As described above, we entered into employment agreements with our named executive officers, Mark B. Dunkerley, Peter R. Ingram, David J. Osborne, Barbara D. Falvey and Glenn G. Taniguchi which provide for, among other things, an initial annual base salary and an annual target incentive payment (expressed as a percentage of base salary) for each executive (with the exception of Mr. Taniguchi, whose 2009 annual target incentive payment is not specified in his employment agreement, but was determined by the Compensation Committee to be 60% of base salary).

Short-Term Incentive Compensation

        Short-term incentive compensation consists of annual performance incentives. Annual performance incentives are awarded under our 2006 Management Incentive Plan (the "2006 Incentive Plan"), which was approved by our stockholders at our May 31, 2006 stockholders meeting. The 2006 Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the authority to select the executives to participate in the 2006 Incentive Plan (after considering the recommendations of the Chief Executive Officer), to establish the length of the annual and long-term performance periods, to

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establish the performance goals and to determine the amounts of incentive compensation payable to any participant, to provide for payment of incentives in cash, in stock or in units, and to make all determinations and take all other actions necessary or appropriate for proper administration and operation of the 2006 Incentive Plan.

        The Company expects that compensation paid upon attainment of the corporate objectives under its incentive compensation program for 2009 will meet the requirements of "performance-based compensation" under Section 162(m) of the Code (which limits a public company's ability to deduct certain compensation in excess of $1 million paid to its chief executive officer or certain other executive officers), and that the Company will be able to fully deduct such payments. The Company's Compensation Committee, Chief Executive Officer, Chief Financial Officer and Senior Vice President—Human Resources, informed by the Committee's compensation consultant, collaborated in determining the financial and non-financial performance criteria to be used to implement the Company's 2009 incentive compensation program.

        In 2009, the achievement of financial and non-financial corporate performance goals were equally weighted (50% for each category of goals) to determine a named executive officer's annual incentive compensation. Attainment of corporate and individual performance goals at 100% of the target level would result in payment of each named executive officer's bonus at the target level set forth in his or her employment agreement or as otherwise determined by the Compensation Committee if the incentive compensation pool was funded at 100% (as described more fully below) based on the Company's earnings before interest, taxes, amortization, depreciation and rent (EBITDAR); payment would be prorated for achievement above or below the target levels, with the maximum payout determined by the amount available from the Company's bonus pool. In 2009, with the exception of Mr. Dunkerley, whose individual performance was weighted at 20% and whose corporate performance was weighted at 80%, each of the named executive officer's individual performance was weighted at 25% and corporate performance was weighted at 75%. Mr. Dunkerley's maximum bonus for 2009 was limited by the terms of his employment agreement to no more than 200% of his annual base salary.

        The Compensation Committee approved a 2009 incentive payment pool dependent on achieving EBITDAR (a non-GAAP financial measure) milestones. The incentive pool applies to all annual incentives for all Company employees participating in the incentive compensation program, not just the named executive officers. The Company's EBITDAR can be approximated by adding the Company's interest expense, depreciation and amortization expense and aircraft rent expense to its income before income taxes, each as reported in the financial statements to the Company's Form 10-K, filed on February 18, 2010. If the minimum EBITDAR threshold established by the Compensation Committee was not exceeded, the bonus pool would not be funded and no bonuses would payable to the employees participating in the incentive compensation program, including our named executive officers. For 2009, for the Company's incentive pool to be funded, the Company's EBITDAR had to exceed a minimum threshold established by the Compensation Committee of $140 million (increased from $115 million in 2008). Meeting this minimum funding threshold would result in a $0.8 million allocation to the Company's incentive pool. For each increment (or portion thereof) of $5 million of EBITDAR obtained in excess of this threshold, an additional amount would be allocated to the incentive pool based on a scale determined by the Compensation Committee when the plan was adopted. Based on the Company's attained EBITDAR of $282 million for 2009, the Company's incentive pool was allocated $5.8 million. Pursuant to the plan established by the Compensation Committee, the maximum amount available for the payment of all annual incentive awards is calculated as 133% of the amount allocated to the incentive pool.

        The corporate financial criteria and the 2009 targets established by the Compensation Committee are described in the table below. Each of these financial performance goals is weighted equally, as shown below. For purposes of certain of these measures that compare the Company's performance with that of its

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peers, the Company's peer group consists of United Airlines, American Airlines, Continental Airlines, US Airways, JetBlue, Frontier Airlines, Alaska Airlines, Southwest Airlines and Delta Air Lines.


Corporate Financial Performance Goals

Category   Measure   Target
(Desired
Outcome)
  Category
Weight
  Result  

Stock Price Appreciation

  Comparative ranking in stock price change with selected carriers over a 2-year period commencing January 1, 2008     4th - 6th     20%     1st  

Unit Performance Improvement Factor (UPIF)

 

Comparative ranking of annual percentage change in RASM less annual percentage change in CASM

   

5th - 7th

   
20%
   

4th

 

Revenue per Available Seat Mile (RASM)

 

Absolute

   

12.57¢

   
20%
   

96.9%
of target

 

Cost per Available Seat Mile—Fuel Adjusted (CASM)

 

Absolute

   

11.51¢

   
20%
   

99.5%
of target

 

Return on Invested Capital

 

Percentage

   

8 - 9%

   
20%
   

12.9%

 

        The corporate non-financial performance criteria and the 2009 targets established by the Compensation Committee are divided into three categories, Customer Satisfaction, Confidence Among Stakeholders and Operational Excellence, and are described in the table below. To determine the named executive officer's incentive compensation attributable to the 50% corporate performance score for non-financial performance, such non-financial performance goals are weighted as shown below.

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Corporate Non-Financial Performance Goals

Category
  Measure   Target
(Desired
Outcome)
  Category
Weight
  Result  

Customer Satisfaction

              30%        

Conde Nast Survey

 

Published ranking with other carriers serving Hawaii

   

2nd

   
5%
   

1(1)

 

Travel and Leisure Magazine Survey

 

Published ranking with other carriers serving Hawaii

   

2nd

   
5%
   

1st

 

Airline Quality Rankings Survey

 

Comparative ranking with other carriers

   

4th - 7th

   
5%
   

1st

 

Customer Satisfaction Score (Company survey of customers)

 

Overall numerical rating of three monthly customer surveys (10 point scale)

   

7.5 - 8.5

   
15%
   

8.6

 

Confidence Among Stakeholders

             
30%
       

Employee Survey

 

Survey scores on questions regarding employee satisfaction (10 point scale)

   

7.5 - 8.5

   
3.33%
   

1(2)

 

Total Hours of Lost Time

 

Average monthly lost time hours as a result of occupational injury

   

1,500 - 2,500

   
3.33%
   

1,783

 

Total Sick Pay

 

Percentage of Total Payroll

   

3.25 - 3.75%

   
3.33%
   

2.64%

 

Overhead

 

Percentage of Revenue

   

12.5% - 14%

   
5%
   

11.6%

 

Successful Implementation of Strategic and Tactical Deliverables

 

Percentage of annual projects successfully completed (e.g., IT and business transformation projects)

   

75% - 79%

   
5%
   

78%

 

Number of Regulatory Infractions and ATA Reported Damage

 

ATA standard measure, reportable mishaps plus regulatory fines (annual number)

   

31 - 37

   
5%
   

32

 

Number of Sarbanes-Oxley Compliance Infractions

 

Number and type of issue

   

No Material Weakness

   
5%
   

No Material Weakness

 

Operational Excellence

             
40%
       

Operational Performance Score

 

Overall numerical score (annual average of monthly scores)

   

6.3 - 6.6

   
20%
   

6.7

 

On-time Arrivals (DOT Survey)

 

Published comparative ranking with other carriers

   

2nd - 3rd

   
6.66%
   

1st

 

Baggage Handling (Baggage Irregularity Reports, DOT Survey)

 

Published comparative ranking with other carriers

   

3rd

   
6.66%
   

2nd

 

Cancellations (DOT Survey)

 

Published comparative ranking with other carriers

   

3rd

   
6.66%
   

1st

 

(1)
The Company was not included in the Conde Nast Survey for 2009. The Compensation Committee determined that attributing a score of 1 for the survey was appropriate, given that excluding the results entirely would have had the effect of increasing the Company's performance score. A score of 1 indicates that the Company's performance was satisfactory. The maximum score achievable was 2.

(2)
The Company did not conduct an employee survey in 2009, but convened employee focus groups instead. The Compensation Committee determined that attributing a score of 1 for the survey was appropriate, given that excluding the results entirely would have had the effect of increasing the Company's performance score. A score of 1 indicates that that the Company's performance was satisfactory. The maximum score achievable was 2.

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        For 2009, the Compensation Committee measured the individual performance of the Chief Executive Officer based on its discretionary review of Mr. Dunkerley's performance relative to the Company's strategic objectives and the Company's overall performance. The Chief Executive Officer established the criteria upon which to measure the individual performance of each of the other named executive officers. Individual objectives for each of the named executive officers other than the Chief Executive Officer reflect each named executive officer's departmental and corporate responsibilities. Mr. Ingram's individual performance objectives were related to the Company's finance department and included improving the Company's analytical and procurement capabilities, overseeing the development and implementation of the Company's fleet planning activities and developing 2009 investor relations and capital markets strategy. Mr. Osborne's individual performance objectives were related to the Company's information management, project management, and properties needs and included implementing a broad array of projects involving Information Technology, Sales and Marketing, and Operations. Ms. Falvey's individual performance objectives were related to the Company's human resources department and included implementing changes to the Company's benefits administration, developing a leadership development program and assisting in labor negotiations.. Mr. Taniguchi's individual performance objectives were related to the Company's sales and marketing needs and included achieving revenue targets, developing the medium term network plan and developing the company's revenue management capabilities.

        Regarding individual performance, our CEO met with and evaluated each other named executive officer's performance on three separate occasions during 2009 and recommended overall individual performance scores to the Board for approval based on his assessment of each named executive officer's performance relative to the individual objectives. The score for Mr. Dunkerley was based on a determination by the Compensation Committee of Mr. Dunkerley's overall performance, taking into account the Company's strong performance relative to its peers. Each named executive officer was awarded a score for individual performance based a scale from 0 to 1.5.

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        For 2009, the Company's weighted average score for corporate financial and non-financial performance goals was 1.44 and the individual performance scores for the named executive officers were as follows: 1.44 for Mr. Dunkerley, 1.17 for Mr. Ingram, 1.17 for Mr. Osborne, 1.08 for Ms. Falvey and 1.08 for Mr. Taniguchi. Based on these factors, the Company's performance relative to the Financial and Non-Financial Corporate Performance Goals and the funding of the Company's incentive pool as a result of the Company's attained EBITDAR, each named executive officer received the amount reported under the heading "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table included herein.

        The Compensation Committee believes that the annual incentives paid to its named executive officers for fiscal year 2009 are appropriate, particularly in light of the Company's excellent performance in fiscal year 2009.

One-Time Bonuses

        The US Bankruptcy Court awarded a judgment in favor of Hawaiian in the amount of $80 million in October 2007 regarding Mesa Air Group, Inc.'s misuse of confidential and proprietary information obtained during the Company's bankruptcy reorganization in 2004. In April 2008, Hawaiian reached a settlement of its lawsuit with Mesa Air Group, Inc. ("Mesa"). Under the terms of the settlement agreement, Hawaiian received a cash payment of $52.5 million. The Compensation Committee determined to award bonuses to those individuals who it believed contributed directly to the successful outcome of the Mesa litigation. Accordingly, the Compensation Committee approved one-time bonuses, to each of the named executive officers, payable on February 20, 2009, as follows: Mr. Dunkerley received a bonus of 62,500 shares of common stock, Mr. Ingram received a bonus of 20,000 shares of common stock, Mr. Osborne received $48,000 in cash, Ms. Falvey received $40,000 in cash and Mr. Taniguchi received $80,000 in cash.

Long-Term Incentive Compensation

        The Compensation Committee has structured our executive long-term incentive compensation in the form of stock options exercisable to purchase shares of our Common Stock, in deferred stock units ("DSUs") and in restricted stock grants, all made under the Company's Stock Incentive Plan. Stock options are granted with an exercise price equal to the fair market value of our Common Stock on the date of grant, which is the closing sale price of our Common Stock on NASDAQ. Generally, the stock options become exercisable in equal yearly increments over three years and expire either five or ten years from the date of grant. The Compensation Committee intends this vesting schedule to reward long-term contributions and create an incentive for executives to remain with the Company. The Compensation Committee believes that granting equity-based awards creates an incentive to promote our long-term interests and generally aligns the potential economic benefit to be derived therefrom by our executives with those of the stockholders. Equity-based awards are granted by the Compensation Committee to our named executive officers (other than our Chief Executive Officer) after considering the recommendations of our Chief Executive Officer.

        In February 2009, the Compensation Committee, following consultation with Watson Wyatt Worldwide, granted options and DSUs to Mr. Ingram, Mr. Osborne, Ms. Falvey and Mr. Taniguchi as part of the Company's annual grant practice (described more fully under the heading "Determination of Equity-Based Awards Grant Dates," below). Mr. Ingram and Mr. Osborne each received options to purchase 60,000 shares of the Company's common stock and 25,000 DSUs and Ms. Falvey and Mr. Taniguchi received options to purchase 40,000 shares of the Company's common stock and 17,500 DSUs. The options and DSUs described above vest in 331/3% increments on each of the first three anniversaries of the grant date, subject to each executive remaining employed by the Company, with the

25


vested DSUs being payable within 90 days following the earliest of February 20, 2012, a Change in Control of the Company or the executive's death or disability. Any unpaid DSUs are forfeited automatically if the named executive officer is terminated for cause. Mr. Dunkerley did not receive any equity grants during 2009, other than in connection with the one-time bonus relating to the Mesa settlement discussed above. Mr. Dunkerley's employment agreement was amended in 2007 and he received equity grants at that time.

Severance, Loss of Income and Change in Control Benefits

        The Compensation Committee believes that certain severance and change in control benefits provide a valuable retention tool for its named executive officers.

        Through severance benefits, the Company seeks to ensure each named executive officer's commitment to the Company by providing income stability and protection in the event of such named executive officer's termination of employment in certain situations. In addition to the general benefits available to all employees (described below), the Company maintains an executive long-term disability plan for its executives, in which the named executive officers are eligible to participate. Pursuant to the Company's executive long-term disability plan, the Company's executives, including named executive officers, are entitled to a disability benefit of up to 60% of base salary, capped at $11,000 per month, for non-occupational injury or illness up until such executive reaches age 65. The Company also agreed, in negotiating Mr. Dunkerley's employment agreement, to pay a $300,000 death benefit to Mr. Dunkerley's beneficiary in the event of his death during the term of his employment agreement, as amended.

        On April 15, 2009, the Company entered into an Executive Severance Agreement with Mr. Osborne in order that Mr. Osborne's severance terms would be consistent with the severance arrangements the Company has with other officers. The Company believed that it was appropriate to enter into this new agreement given the expiration of Mr. Osborne's employment agreement in May 2009. Mr. Osborne's Executive Severance Agreement provides for his continued employment on the terms in effect prior to April 15, 2009, a housing allowance and related tax offset, a lump sum severance benefit, pro rated bonus in the event of termination without cause and continued medical and dental premium payments for one year following certain terminations of employment. The tax offset relating to Mr. Osborne's housing allowance will cease effective May 1, 2010.

        In February, 2009, the Compensation Committee amended the employment agreements of Mr. Ingram and Ms. Falvey to clarify that they would be entitled to a pro rated bonus upon termination without Cause, calculated based on the Company's actual corporate performance score for such fiscal year and deemed satisfaction (at the target or "meets expectations" level, as described under Annual Incentive Compensation, below) of their individual performance goals.

        Through change in control benefits, the Company seeks to provide the applicable named executive officer with an incentive to remain with the Company throughout a potential period of uncertainty presented by a change in control scenario. Accordingly, pursuant to the terms of the applicable equity-based award agreements entered into with named executive officers, outstanding equity-based awards become fully vested and/or exercisable upon a change in control.

        Pursuant to the terms of his agreement, as amended, all of Mr. Dunkerley's outstanding equity-based awards become fully vested and/or exercisable upon his termination of employment by the Company without cause or by Mr. Dunkerley for good reason. Finally, and as discussed under the heading "Potential Payments Upon Termination or Change-in-Control," below, the Company agreed that Mr. Dunkerley would be entitled to a lump sum severance payment in the amount of three times his annual base salary and incentive payments for the 12 months preceding the date of such change in control (but in no event exceeding $2.5 million) and would be entitled to additional payments in order to compensate him for any excise tax liability imposed on him by Section 4999 of the Code.

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        The amount of benefits payable to each named executive upon termination or a change in control pursuant to the terms of their employment agreements are reported more fully under the heading "Potential Payments Upon Termination or Change-in-Control," below.

Personal Benefits

        The Company provides certain personal benefits to named executive officers which it believes are necessary to the recruitment and retention of valuable executive officers. For example, the Company has previously agreed to housing and automobile allowances upon hiring an executive officer in order to ease the expenses associated with such executive's relocation. For 2009, the Compensation Committee determined that Mr. Osborne would receive a $2,800 per month housing allowance and an offset of related taxable income as an additional personal benefit. The offset relating to taxable income for the housing allowance will cease as of May 1, 2010.

        In addition, the Company provides certain personal benefits to named executive officers which it believes promote such executives' use of Company services. Accordingly, pursuant to Company policy, and as reflected in each named executive officer's employment agreement with the Company, each named executive officer and certain members of his or her immediate family may be entitled to free travel privileges on the Company's non-chartered flights.

        The Compensation Committee has approved reimbursing executives and directors on the taxes imposed on the first $15,000 of positive space travel on the Company's flights, to be effective commencing fiscal year 2009. The Compensation Committee determined that the taxes imposed on travel privileges diminished the value of such privileges, that most of the Company's competitors provided similar tax reimbursements and that such a benefit would represent an immaterial expense based on historical use of travel privileges.

General Benefits

        The Company's named executive officers, like all eligible employees of the Company, are eligible to participate in the Company's health and welfare benefit plans and retirement savings plan (a 401(k) plan). The availability of such plans to the Company's employees generally is essential to attracting and retaining a productive workforce.

Allocating Between Long-Term/Short-Term and Cash/Non-Cash Compensation

        The Compensation Committee considers various factors in designing a compensation program that provides the appropriate mix of short-term/long-term and cash/non-cash compensation. These factors include the value our executives place on the various forms of compensation; the tax, economic and financial impact associated with providing the various forms of compensation; and whether providing the various forms of compensation will help us achieve our long-term corporate objectives. This allows us to direct our resources to the incentives that are most likely to retain top executives and motivate desired behaviors—improving the likelihood of enhanced financial performance and stockholder value creation. We award long-term incentive compensation in order to achieve a variety of long-term objectives, including retaining talented executives, aligning executives' financial interests with the interests of stockholders, rewarding the achievement of our long-term corporate goals and lengthening executives' time horizons and focusing their attention on creating stockholder value. In determining the appropriate mix of compensation, the Compensation Committee also considers the accounting costs and dilutive impact of the various forms of compensation, as well as our ability to pay compensation in cash, as opposed to stock or other forms of non-cash compensation.

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Specific Items of Corporate Performance We Consider in Making Compensation Decisions

        As previously described in greater detail under the heading "Short-Term Incentive Compensation," for 2009, the Compensation Committee approved financial and non-financial performance targets, the achievement of which would contribute to the ability of the Company to obtain its financial, operating and strategic goals. As described above, the Company's financial performance targets are measures of stock appreciation relative to a peer group, revenue per available seat mile ("RASM") relative to objectives, cost per available seat mile ("CASM") relative to objectives, RASM growth minus CASM growth relative to a peer group, and return on invested capital. As described above, the Company's 2009 non-financial performance targets were measures of customer value, operational excellence and confidence among stakeholders. In addition, named executive officers' incentive compensation are subject to the limitations of the overall bonus pool, established by the Compensation Committee, expressed as a function of EBITDAR. Under these categories, the Compensation Committee evaluated the Company's 2009 performance and awarded 2009 Annual Incentive Compensation in the amounts reported in the Summary Compensation Table below and as detailed in the discussion under the subheading "2009 Annual Incentive Compensation."

Compensation Committee Discretion

        The Compensation Committee has determined that in administering the Company's current annual cash incentive compensation program, the Compensation Committee retains discretion to reduce the amount of incentives payable to named executive officers in the event a purely mathematical application of the performance criteria under such program results in potential incentive payments that are not reflective of the Company's financial performance or such executives' performance for such year.

Determination of Equity-Based Awards Grant Dates

        The Compensation Committee has discretion to determine the time and amount of any equity-based awards, but has generally granted stock options and other equity-based compensation at the following times: (i) on the date the executive receiving the grant is hired, and (ii) once annually under the Stock Incentive Plan (the Compensation Committee decided that, for 2009, such grants should be made two business days following the Company's annual earnings release). For discretionary equity-based awards to executives other than the Chief Executive Officer, awards are recommended by the Chief Executive Officer for consideration and potential approval by the Compensation Committee. The Compensation Committee endeavors to avoid granting equity-based awards in advance of the release of news which might affect the price of our Common Stock.

Tax and Accounting Treatment

Section 162(m)

        Section 162(m) of the Code generally disallows a tax deduction to public corporations for non-performance-based compensation over $1 million paid for any fiscal year to the Company's chief executive officer or any of the three other most highly compensated executive officers (other than the chief financial officer). Performance-based compensation is not subject to the deduction limit if certain requirements are met. The Stock Incentive Plan and the 2006 Incentive Plan have been structured to permit the Company to pay compensation in excess of $1 million per year to its executive officers without compromising the deductibility of such compensation under Section 162(m). The Company's DSU grants during fiscal year 2009 under the Stock Incentive Plan do not qualify as performance-based compensation. The Compensation Committee believes the corporate performance portion of its annual incentive compensation program for 2009 complies with the requirements of Section 162(m) to be fully deductible thereunder. However, it retains the flexibility to pay compensation to senior executives based on other considerations if it believes that doing so is in the stockholders' interests.

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Section 409A

        Section 409A of the Code imposes a penalty tax on "nonqualified deferred compensation" that fails to satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Accordingly, as a general matter, the Company attempts to structure its compensation and benefits plans and arrangements for all of our employees, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.

Section 280G

        In negotiating the 2007 amendment and renewal of Mr. Dunkerley's employment agreement, the Company agreed to provide Mr. Dunkerley with additional compensation in the event such change in control payments result in an excise tax to Mr. Dunkerley as a result of Section 4999 of the Code (imposing an excise tax on "excess parachute payments," as defined in Section 280G of the Code). The amount of such additional compensation is the amount necessary to put Mr. Dunkerley in the financial position he would be in if no such excise tax were imposed. The Company determined that this benefit was appropriate for Mr. Dunkerley because many other companies in the Company's peer group provide similar excise tax protection to their chief executive officers. The value of Mr. Dunkerley's potential benefit, if a change in control of the Company were to have occurred on December 31, 2009, is provided below under the heading "Potential Payments Upon Termination or Change-in-Control."

Accounting Treatment

        In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), "Share Based Payment" (SFAS 123R), which replaced SFAS 123, and superseded APB 25. SFAS 123R requires all stock-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the financial statements based on their fair values. SFAS 123R also requires that tax benefits associated with these stock-based payments be classified as financing activities in the statement of cash flows rather than operating activities as previously permitted.

        We adopted SFAS 123R effective January 1, 2006. It is effective for all awards granted after that date. For stock option awards granted prior to January 1, 2006 but for which the vesting period was not complete, we adopted the modified prospective transition method permitted by SFAS 123R. Under this method, we accounted for such awards on a prospective basis, with expense recognized in our statement of operations beginning in the first quarter of 2006 using the grant-date fair values. We recognize the related compensation cost not previously recognized in the SFAS 123 pro forma disclosures over the remaining vesting period.

Security Ownership Guidelines; Policies Regarding Hedging the Risk of Security Ownership

        While the Compensation Committee encourages equity ownership by our executives, we currently do not have any requirements or guidelines with respect to our equity or security ownership. We do not have any policies regarding hedging the economic risk of such ownership, although our code of ethics strictly prohibits trading while in the possession of material, non-public information regarding the Company.

The Role of Executive Officers in the Compensation Process

        The Chief Executive Officer makes recommendations to the Compensation Committee as to the base salary and incentive compensation of all executive officers other than himself. The Compensation Committee annually reviews the base salary of the Chief Executive Officer and the base salary of the Chief Executive Officer may be increased by the Compensation Committee in its sole and absolute discretion. Other than the Chief Executive Officer, no executive officer participates in setting compensation for named executive officers.

29


Compensation Recovery Policy (Clawback)

        On the recommendation of the Compensation Committee, the Board adopted the Company's "Recoupment Policy Relating to Incentive Compensation of Participants" for any bonus or incentive compensation paid after January 1, 2009. Pursuant to the Company's new policy, if any incentive compensation paid to a participant in the Company's annual incentive plan, including executive officers, was calculated based on the achievement of financial results that were later required to be restated, and, if the individual executive officer engaged in any fraud or misconduct that caused or contributed to the need for such restatement, the Board will require reimbursement, in all appropriate cases, from the executive officer of any portion of the incentive compensation that exceeds the amount that would have been awarded had the financial results been properly reported, as determined by the Board or a committee thereof. The Company's policy does not authorize the Company to recover any incentive compensation awarded more than two years prior to the date the applicable financial restatement is disclosed.


Compensation Committee Report

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis, which appears in this proxy statement, with the Company's management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's proxy statement.

The Compensation Committee

Crystal K. Rose, Chair
L. Todd Budge
Donald J. Carty
Bert T. Kobayashi, Jr.

March 26, 2010

30



Summary Compensation Table

        The following Summary Compensation Table sets forth certain information regarding compensation paid during the fiscal year ended December 31, 2009, 2008 and 2007 to (1) the Chief Executive Officer, (2) the Chief Financial Officer, and (3) the three most highly compensated executive officers, for fiscal year 2009, other than the individuals serving as our Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2009.

Name and Principal Position
  Year   Salary   Bonus(1)   Stock
Awards(2)
  Option
Awards(3)
  Non-Equity
Incentive
Plan
Compensation(4)
  All Other
Compensation
  Total  
 
   
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
 

Mark B. Dunkerley

    2009     580,000           —              1,160,000     65,268(5)       1,805,268  

President and Chief

    2008     583,182     236,250     —              980,694     42,357            1,842,483  

Executive Officer

    2007     550,000           3,789,000(6)     513,000     634,150     59,353            5,545,503  

Peter R. Ingram

   
2009
   
330,000
         
94,500     
   
120,600
   
542,930
   
46,205(7)  
   
1,134,235
 

Executive Vice President,

    2008     330,000     75,600     130,000          130,800     397,935     31,949            1,096,284  

Chief Financial Officer

    2007     303,750           —          280,000     263,814     62,805            910,369  

and Treasurer

                                                 

David J. Osborne

   
2009
   
300,000
         
94,500     
   
120,600
   
493,572
   
99,707(8)  
   
1,108,379
 

Executive Vice President

    2008     300,000     48,000     130,000          130,800     361,759     63,357            1,033,916  

and Chief Information

    2007     300,000           —          66,000     236,925     35,586            638,511  

Officer

                                                 

Barbara D. Falvey

   
2009
   
280,000
         
66,150     
   
80,400
   
362,937
   
39,563(9)  
   
829,050
 

Senior Vice President,

    2008     280,000     40,000     91,000          87,200     268,000     24,915            791,115  

Human Resources

    2007     263,750           —          66,000     183,327     43,324            556,401  

Glenn G. Taniguchi

   
2009
   
250,000
         
66,150     
   
80,400
   
324,051
   
31,669(10)
   
752,270
 

Senior Vice President,

    2008     250,000     80,000     91,000          87,200     246,834     27,958            782,992  

Sales and Marketing

    2007     250,000           —          66,000     112,950     28,434            457,384  

(1)
Represents bonuses paid in recognition of contributions toward the Company's successful resolution of the Company's litigation with Mesa Air Group, Inc., described more fully below under the heading "One-Time Bonuses" in the Company's Compensation Discussion and Analysis. The dollar amount was earned in the year in which it is reported in the table, but it was paid in the following year.

(2)
Represents the grant date fair value of deferred stock units, as calculated in accordance with FASB ASC 718, Compensation—Stock Compensation, or ASC 718. Please refer to Note 11 to our consolidated financial statements for the year ended December 31, 2009 in Hawaiian Holdings' 2009 Annual Report on Form 10-K, as filed with the SEC on February 18, 2010, for further discussion related to the assumptions used in our valuation.

(3)
Represents the grant date fair value of stock options, as calculated in accordance with FASB ASC 718, Compensation—Stock Compensation, or ASC 718. Please refer to Note 11 to our consolidated financial statements for the year ended December 31, 2009 in Hawaiian Holdings' 2009 Annual Report on Form 10-K, as filed with the SEC on February 18, 2010, for further discussion related to the assumptions used in our valuation. For information on the valuation assumptions with respect to grants made in years prior to 2009, please refer to the notes to our financial statements in our applicable Annual Report on Form 10-K.

(4)
The dollar amount was earned in the year in which it is reported in the table, but it was paid in the following year.

(5)
This amount includes (i) the Company's contributions to Mr. Dunkerley's 401(k) savings account in the amount of $40,408, (ii) a car allowance in the amount of $12,000, (iii) the incremental expense associated with Mr. Dunkerley's free aircraft travel, determined to be $3,498, (iv) reimbursement of taxes related to such travel, in the amount of $783 and (v) miscellaneous personal benefits in the amount of $8,579.

31


(6)
At the time that Mr. Dunkerley's employment contract was amended in 2007, the Compensation Committee granted Mr. Dunkerley stock options, restricted stock, and DSUs, each subject to vesting requirements. Other than the one-time equity award related to the Mesa settlement, discussed more fully under the heading "One-Time Bonuses" in the Company's Compensation Discussion and Analysis, no additional grants have been made to Mr. Dunkerley over the three-year term of his contract. Under recently changed SEC reporting rules, the entire fair value of such grants (including amounts that as of the date of grant were unvested) are included as compensation in the year of grant. The Compensation Committee views the amount shown for Mr. Dunkerley in 2007 as properly allocable over the three years of his contract.

(7)
This amount includes (i) the Company's contributions to Mr. Ingram's 401(k) savings account in the amount of $22,539, (ii) the incremental expense associated with Mr. Ingram's free aircraft travel, determined to be $9,276, (iii) reimbursement of taxes related to such travel, in the amount of $4,379 and (iv) miscellaneous personal benefits in the amount of $10,011.

(8)
This amount includes (i) the Company's contributions to Mr. Osborne's 401(k) savings account in the amount of $20,490 and (ii) a housing allowance in the amount of $33,600, (iii) reimbursement of taxes related to such housing allowance, in the amount of $23,963, (this tax reimbursement will cease as of May 1, 2010), (iv) the incremental expense associated with Mr. Osborne's free aircraft travel, determined to be $8,604, (v) reimbursement of taxes related to such travel, in the amount of $4,170 and (vi) miscellaneous personal benefits in the amount of $8,880.

(9)
This amount includes (i) the Company's contributions to Ms. Falvey's 401(k) savings account in the amount of $19,124, (ii) the incremental expense associated with Ms. Falvey's free aircraft travel, determined to be $7,850, (iii) reimbursement of taxes related to such travel, in the amount of $3,709 and (iv) miscellaneous personal benefits in the amount of $8,880.

(10)
This amount includes (i) the Company's contributions to Mr. Taniguchi's 401(k) savings account in the amount of $17,075, (ii) the incremental expense associated with Mr. Taniguchi's free aircraft travel, determined to be $3,824, (iii) reimbursement of taxes related to such travel, in the amount of $ 1,017 and (iv) miscellaneous personal benefits in the amount of $9,753.

32



Grants of Plan-Based Awards

        The following table shows information regarding grants of equity awards that we made during the fiscal year ended December 31, 2009 to each of the executive officers named in the Summary Compensation Table.

Name   Grant Date   Estimated Future Payouts under
Non-Equity Incentive Plan
Awards(1)
  All Other
Stock Awards:
Number of Shares of Stock or Units(2)
  All Other
Option Awards:
Number of Shares Underlying Options(3)
  Exercise or
Base Price
of Option
Awards(4)
  Grant Date Fair
Value of Stock
and Option
Awards(5)
 
 
   
  Threshold
($)

  Target
($)

  Maximum
($)

  (#)
  (#)
  ($/Sh)
  ($)
 

Mark B. Dunkerley

              580,000     1,160,000                          

Peter R. Ingram

   
2/20/2009
                           
60,000
   
3.78
   
120,600
 

    2/20/2009                       25,000                 94,500  

              247,500                                

David J. Osborne

   
2/20/2009
                           
60,000
   
3.78
   
120,600
 

    2/20/2009                       25,000                 94,500  

              225,000                                

Barbara D. Falvey

   
2/20/2009
                           
40,000
   
3.78
   
80,400
 

    2/20/2009                       17,500                 66,150  

              168,000                                

Glenn G. Taniguchi

   
2/20/2009
                           
40,000
   
3.78
   
80,400
 

    2/20/2009                       17,500                 66,150  

              150,000                                

(1)
This column reports the target bonus each named executive officer was eligible to earn in 2009 pursuant to the Company's 2006 Management Incentive Plan. Each named executive officer's bonus may be limited by the Company's bonus pool as described in the Compensation Discussion and Analysis section above. Mr. Dunkerley's employment agreement provides for a maximum bonus of 200% of his base salary.

(2)
As described in the Compensation Discussion and Analysis section above, each named executive officer other than Mr. Dunkerley was granted DSUs pursuant to the Stock Incentive Plan. The DSUs vest at the rate of 331/3% per year beginning on the first anniversary of the date of grant. One share of Common Stock per DSU is to be delivered within 90 days following the earliest of February 20, 2012, a Change in Control of the Company, or the executive's death or disability.

(3)
Each option was granted pursuant to the Stock Incentive Plan. Each option has an exercise price per share equal to the closing market price of our Common Stock on the date of grant. The options granted to Mr. Ingram, Mr. Osborne, Ms. Falvey and Mr. Taniguchi become exercisable in three equal annual installments, on each of the first, second and third anniversaries of the grant date. Each option has a five year term.

(4)
This column shows the option's exercise price, which is equal to the closing market price on the grant date.

(5)
This column shows the fair value of each DSU or option award calculated in accordance with ASC 718.

33



Outstanding Equity Awards At Fiscal Year-End

        The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2009, including both awards subject to performance conditions and non-performance based awards, to each of the executive officers named in the Summary Compensation Table.

 
  Option Awards   Stock Awards  
 
  Option Grant
Date
  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock that
Have Not
Vested
  Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)
  Equity
Incentive
Plan
Awards:
Number of
Unvested
Unearned
Shares,
Units or
Other Rights
that Have
Not Vested
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that Have
Not Vested
($)
 

Mark B. Dunkerley

    6/10/2005     300,000     (1)   5.00     6/10/2015                          

    7/25/2005     744,000     (1)   4.62     7/25/2015                          

    11/8/2007 (2)   150,000     75,000 (1)   4.99     12/26/2012                          

    11/9/2007 (2)(3)                                       75,000     525,000  

    11/8/2007 (2)(4)                           183,333     1,283,331              

Peter R. Ingram

   
11/16/2005
   
100,000
   

(5)
 
3.42
   
11/16/2015
                         

    11/10/2006     100,000     (5)   4.40     11/10/2016                          

    11/12/2007     66,667     33,333 (5)   4.95     11/12/2017                          

    2/29/2008     20,000     40,000 (5)   5.20     2/28/2013                          

    2/29/2008                             16,666     116,662 (5)            

    2/20/2009         60,000 (5)   3.78     2/20/2014                          

    2/20/2009                             25,000     175,000 (5)            

David J. Osborne

   
7/25/2005
   
25,600
   

(6)
 
4.62
   
7/25/2015
                         

    11/8/2006     59,984     (6)   4.36     11/8/2016                          

    8/29/2007     26,667     13,333 (6)   3.45     8/29/2017                          

    2/29/2008     20,000     40,000 (6)   5.20     2/28/2013                          

    2/29/2008                             16,666     116,662 (6)            

    2/20/2009           60,000 (6)   3.78     2/20/2014                          

    2/20/2009                             25,000     175,000 (6)            

Barbara D. Falvey

   
7/25/2005
   
60,473
   

(7)
 
4.62
   
7/25/2015
                         

    8/29/2007     26,667     13,333 (7)   3.45     8/29/2017                          

    2/29/2008     13,334     26,666 (7)   5.20     2/28/2013                          

    2/29/2008                             11,666     81,662 (7)            

    2/20/2009         40,000 (7)   3.78     2/20/2014                          

    2/20/2009                             17,500     122,500 (7)            

Glenn G. Taniguchi

   
6/10/2005
   
9,236
   

(8)
 
5.00
   
6/10/2015
                         

    7/25/2005     9,300     (8)   4.62     7/25/2015                          

    11/8/2006     8,000     (8)   4.36     11/8/2016                          

    8/29/2007     26,667     13,333 (8)   3.45     8/29/2017                          

    2/29/2008     13,334     26,666 (8)   5.20     2/28/2013                          

    2/29/2008                             11,666     81,662 (8)            

    2/20/2009         40,000 (8)   3.78     2/20/2014                          

    2/20/2009                             17,500     122,500 (8)            

(1)
Mr. Dunkerley's options vest as follows: (i) with respect to the grant of options on June 10, 2005, 100,000 options vested on January 1, 2006, 100,000 options vested on January 1, 2007 and 100,000 options vested on January 1, 2008, (ii) with respect to the grant of options on July 25, 2005, 248,000 options vested on January 1, 2006, 248,000 options vested on January 1, 2007 and 248,000 options vested on January 1, 2008 and (iii) with respect to the grant of options on November 8, 2007, 75,000 options vested on November 8, 2008, 75,000 options vested on November 8, 2009 and 75,000 options vest on November 8, 2010. Mr. Dunkerley's options vest in full upon a change in control of the Company.

(2)
Grant date represents the date the Compensation Committee granted the award to Mr. Dunkerley and determined the strike price. However, the grant date for accounting purposes in accordance with ASC 718 did not occur until Mr. Dunkerley's execution of his amended and restated employment agreement on December 26, 2007.

(3)
Mr. Dunkerley was granted 225,000 shares of restricted stock in November 2007 which vest ratably over three years of Mr. Dunkerley's continued service with the Company if the average closing price of the Company's common stock equals or exceeds $6.50 per share over a period of at least

34


(4)
Mr. Dunkerley was granted 550,000 DSUs in November 2007, of which (1) 183,333 vested on January 1, 2009, (2) 183,333 vested on November 8, 2009 and (3) 183,334 vest on November 8, 2010, subject to accelerated vesting upon a change in control of the Company, termination without cause or resignation for good reason. To the extent such DSUs have vested, the shares of common stock underlying such DSUs are distributable as follows: (i) 366,666 shares of common stock were distributed on February 8, 2010 and (ii) 183,334 shares of common stock are distributable the first day following January 1, 2011 on which Mr. Dunkerley is able to freely sell securities of the Company and shall not include and period during which Mr. Dunkerley is unable to sell such securities due to any so-called "black-out period" or otherwise.

(5)
Mr. Ingram's options and stock awards vest as follows: (i) with respect to the grant of options on November 16, 2005, 33,334 options vested on November 16, 2006, 33,333 vested on November 16, 2007 and 33,333 options vested on November 16, 2008, (ii) with respect to the grant of options on November 10, 2006, 33,334 options vested on November 10, 2007, 33,333 options vested on November 10, 2008 and 33,333 options vested on November 10, 2009, (iii) with respect to the grant of options on November 12, 2007, 33,334 options vested on November 12, 2008, 33,333 options vested on November 12, 2009 and 33,333 options vest on November 12, 2010, (iv) with respect to the grant of options on February 29, 2008, 20,000 options vested on March 1, 2009, 20,000 options vest on March 1, 2010 and 20,000 options vest on March 1, 2011, (v) with respect to the grant of DSUs on February 29, 2008, 8,334 DSUs vested on March 1, 2009, 8,333 DSUs vest on March 1, 2010 and 8,333 DSUs vest on March 1, 2011, (vi) with respect to the grant of options on February 20, 2009, 20,000 options vest on February 20, 2010, 20,000 options vest on February 20, 2011 and 20,000 options vest on February 20, 2012 and (vii) with respect to the grant of DSUs on February 20, 2009, 8,334 DSUs vest on February 20, 2010, 8,333 DSUs vest on February 20, 2011 and 8,333 DSUs vest on February 20, 2012. Mr. Ingram's option and stock awards vest in full upon a change in control of the Company. The shares of Common Stock underlying each DSU award are distributable within 90 days following the earliest of the three-year anniversary of the DSU grant date, a change in control of the Company, or the executive's death or disability.

(6)
Mr. Osborne's options and stock awards vest as follows: (i) with respect to the grant of options on July 25, 2005, 25,300 options vested on May 16, 2006, and 25,300 options vested on May 16, 2007, (ii) with respect to the grant of options on November 8, 2006, 59,984 options vested on November 8, 2009, (iii) with respect to the grant of options on August 29, 2007, 13,334 options vested on August 29, 2008, 13,333 options vested on August 29, 2009 and 13,333 options vest on August 29, 2010, (iv) with respect to the grant of options on February 29, 2008, 20,000 options vested on March 1, 2009, 20,000 options vest on March 1, 2010 and 20,000 options vest on March 1, 2011, (v) with respect to the grant of DSUs on February 29, 2008, 8,334 DSUs vested on March 1, 2009, 8,333 DSUs vest on March 1, 2010 and 8,333 DSUs vest on March 1, 2011, (vi) with respect to the grant of options on February 20, 2009, 20,000 options vest on February 20, 2010, 20,000 options vest on February 20, 2011 and 20,000 options vest on February 20, 2012 and (vii) with respect to the grant of DSUs on February 20, 2009, 8,334 DSUs vest on February 20, 2010, 8,333 DSUs vest on February 20, 2011 and 8,333 DSUs vest on February 20, 2012. Mr. Osborne's option and stock awards vest in full upon a change in control of the Company. The shares of Common Stock underlying each DSU award are distributable within 90 days following the earliest of the three-year anniversary of the DSU grant date, a change in control of the Company, or the executive's death or disability.

(7)
Ms. Falvey's options and stock awards vest as follows: (i) with respect to the grant of options on July 25, 2005, 55,333 options vested on July 11, 2006, 55,333 options vested on July 11, 2007 and 55,334 options vested on July 11, 2008, (ii) with respect to the grant of options on August 29, 2007, 13,334 options vested on August 29, 2008, 13,333 options vested on August 29, 2009 and 13,333 options vest on August 29, 2010, (iii) with respect to the grant of options on February 29, 2008, 13,334 options vested on March 1, 2009, 13,333 options vest on March 1, 2010 and 13,333 options vest on March 1, 2011 (iv) with respect to the grant of DSUs on February 29, 2008, 5,834 DSUs vested on March 1, 2009, 5,833 DSUs vest on March 1, 2010 and 5,833 DSUs vest on March 1, 2011, (v) with respect to the grant of options on February 20, 2009, 13,334 options vest on February 20, 2010, 13,333 options vest on February 20, 2011 and 13,333 options vest on February 20, 2012, and (vi) with respect to the grant of DSUs on February 20, 2009, 5,834 DSUs vest on February 20, 2010, 5,833 DSUs vest on February 20, 2011 and 5,833 DSUs vest on February 20, 2012. Ms. Falvey's option and stock awards vest in full upon a change in control of the Company. The shares of Common Stock underlying each DSU award are distributable within 90 days following the earliest of the three-year anniversary of the DSU grant date, a change in control of the Company, or the executive's death or disability.

(8)
Mr. Taniguchi's options and stock awards vest as follows: (i) with respect to the grant of options on June 10, 2005, 9,236 options vested on June 10, 2008, (ii) with respect to the grant of options on July 25, 2005, 9,300 options vested on July 25, 2008, (iii) with respect to the grant of options on November 8, 2006, 8,000 options vested on November 8, 2009, (iv) with respect to the grant of options on August 29, 2007, 13,334 options vested on August 29, 2008, 13,333 options vested on August 29, 2009 and 13,333 options vest on August 29, 2010 (v) with respect to the grant of options on February 29, 2008, 13,334 options vested on March 1, 2009, 13,333 options vest on March 1, 2010 and 13,333 options vest on March 1, 2011 (vi) with respect to the grant of DSUs on February 29, 2008, 5,834 DSUs vested on March 1, 2009, 5,833 DSUs vest on March 1, 2010 and 5,833 DSUs vest on March 1, 2011, (vii) with respect to the grant of options on February 20, 2009, 13,334 options vest on February 20, 2010, 13,333 options vest on February 20, 2011 and 13,333 options vest on February 20, 2012, and (vi) with respect to the grant of DSUs on February 20, 2009, 5,834 DSUs vest on February 20, 2010, 5,833 DSUs vest on February 20, 2011 and 5,833 DSUs vest on February 20, 2012. Mr. Taniguchi's option and stock awards vest in full upon a change in control of the Company. The shares of Common Stock underlying each DSU award are distributable within 90 days following the earliest of the three-year anniversary of the DSU grant date, a change in control of the Company, or the executive's death or disability.

35



Option Exercises and Stock Vested

        The following table shows the stock options exercised and stock awards vested during the fiscal year 2009, to each of the executive officers named in the Summary Compensation Table.

 
  Option Awards   Stock Awards  
 
  Number of Shares
Acquired on Exercise
(#)
  Value Realized on
Exercise
($)
  Number of Shares
Acquired on Vesting
(#)
  Value Realized on
Vesting
($)
 

Mark B. Dunkerley(1)

            441,667     2,978,002  

Peter R. Ingram(2)

            8,334     26,419  

David J. Osborne(3)

            8,334     26,419  

Barbara D. Falvey(4)

            5,834     18,494  

Glenn G. Taniguchi(5)

    26,667     128,925     5,834     18,494  

(1)
Mr. Dunkerley vested in 75,000 shares of restricted stock in November 2009, which shares were granted to him in November 2007, because the Company's stock price equaled or exceeded $6.50 per share over a period of at least 20 days during the twelve months beginning on the grant date. Mr. Dunkerley also vested in 366,667 shares pursuant to a DSU award granted on November 8, 2007.

(2)
Mr. Ingram vested in 8,334 shares pursuant to a DSU award granted on February 29, 2008.

(3)
Mr. Osborne vested in 8,334 shares pursuant to a DSU award granted on February 29, 2008.

(4)
Ms. Falvey vested in 5,834 shares pursuant to a DSU award granted on February 29, 2008.

(5)
Mr. Taniguchi exercised 26,667 options with a strike price of $3.45 on September 28, 2009. Mr. Taniguchi also vested in 5,834 shares pursuant to a DSU award granted on February 29, 2008.


Nonqualified Deferred Compensation

Name   Executive
Contributions in
Last FY ($)
  Registrant
Contributions in
Last FY ($)(1)
  Aggregate
Earnings in Last
FY ($)(2)
  Aggregate
Withdrawals/
Distributions ($)
  Aggregate
Balance at Last
FYE ($)
 

Mark B. Dunkerley

            341,000         3,850,000  

Peter R. Ingram

        94,500     96,000         350,000  

David J. Osborne

        94,500     96,000         350,000  

Barbara D. Falvey

        66,150     67,200         245,000  

Glenn G. Taniguchi

        66,150     67,200         245,000  

(1)
For purposes of this table, registrant contributions are calculated as the number of DSUs granted in the fiscal year multiplied by the fair market value of the corresponding number of shares of Common Stock that may be delivered with respect to such DSUs.

(2)
Earnings are calculated by multiplying the number of outstanding DSUs by the increase in the Company's stock price since December 31, 2008 (for DSUs granted prior to January 1, 2009), or the February 20, 2009 grant date in the case of DSUs granted in 2009.

        The table above reports the compensation that may be received by each named executive officer pursuant to outstanding DSU awards. With respect to Mr. Ingram, Mr. Osborne, Ms. Falvey and Mr. Taniguchi, DSUs granted in fiscal year 2008 vest in three substantially equal installments on March 1, 2009, March 1, 2010 and March 1, 2011 provided that the applicable named executive officer remains employed during such period. Shares of Common Stock will be delivered with respect to such DSUs no later than 90 days following the earliest of the following: March 1, 2011, a Change in Control of the Company, or the applicable executive's death or disability. With respect to Mr. Ingram, Mr. Osborne,

36



Ms. Falvey and Mr. Taniguchi, DSUs granted in fiscal year 2009 vest in three substantially equal installments on February 20, 2010, February 20, 2011 and February 20, 2012 provided that the applicable named executive officer remains employed during such period. Shares of Common Stock will be delivered with respect to such DSUs no later than 90 days following the earliest of the following: February 20, 2012, a Change in Control of the Company, or the applicable executive's death or disability. With respect to Mr. Dunkerley's DSUs, granted in fiscal year 2007, 183,333 vested on January 1, 2009, 183,333 vested on November 8, 2009 and (3) 183,334 vest on November 8, 2010, subject to accelerated vesting upon a change in control of the Company, termination without cause or resignation for good reason. To the extent such DSUs have vested, the shares of common stock underlying such DSUs are distributable as follows: (i) 366,666 shares of common stock were distributed on February 8, 2010 and (ii) 183,334 shares of common stock are distributable the first day following January 1, 2011 on which Mr. Dunkerley is able to freely sell securities of the Company and shall not include and period during which Mr. Dunkerley is unable to sell such securities due to any so-called "black-out period" or otherwise, but in no case later than the last day of 2011. Each named executive officer will forfeit any unpaid DSUs upon termination of employment with the Company for cause.

37



Potential Payments Upon Termination or Change-in-Control

        We have entered into agreements that will require us to provide compensation to the officers named in the Summary Compensation Table in the event of such executive officer's termination of employment or a change in control of the Company. Each named executive officer is required pursuant to the terms of his or her employment agreement to adhere to certain restrictive covenants in order to receive the severance payments specified below. The amount of compensation payable to each such executive in each situation is listed in the tables below, and is calculated assuming that the applicable event (termination for the reasons specified below or a change in control) occurred on December 31, 2009.

        The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company's employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2009 for Mr. Dunkerley. Mr. Dunkerley is bound by the terms of the noncompetition provisions of his employment agreement for a period of 12 months following the effective date of his termination of employment with the Company.

 
  Termination  
Benefits and Payments
  Without Cause, For Good Reason or Non-Renewal(1)   Death(2)   Disability(3)   Change in
Control(4)
 

Lump Sum Payment

  $ 2,500,000   $   $   $ 2,500,000  

Performance/Incentive Bonus(5)

    1,160,000     1,160,000     1,160,000     1,160,000  

Stock Options (Accelerated Vesting)(6)

    150,750             150,750  

Stock Awards(6)

    1,808,331             1,808,331  

Insurance Proceeds

        300,000     2,442,000      

Insurance Premium Reimbursement (Life, Medical and AD&D)

    6,796             6,796  

Travel Benefits

    3,660             3,660  

Tax Gross Up(7)

                 
                   
 

Total

    5,629,537     1,460,000     3,602,000     5,629,537  
                   

(1)
Mr. Dunkerley's employment agreement provides him with severance payments in a lump sum of up to $2,500,000 and continued payment for life, disability and medical benefits and continued travel benefits for the remainder of the term of his agreement (through November 8, 2010) upon (1) termination of employment by the Company without "Cause" (2) termination of employment by Mr. Dunkerley for "Good Reason," and (3) termination following a failure of the Company to offer Mr. Dunkerley a new employment agreement on terms comparable in all material respects with his current employment agreement within 6 months prior to the expiration of the term of his current agreement. Mr. Dunkerley's lump sum payment is calculated on the basis of the salary and bonus payments he received in 2009, and his continued insurance premiums and travel benefits are calculated based on the Company's fiscal 2009 expense for such benefits, pro-rated to reflect the fact that the term of Mr. Dunkerley's employment agreement expires on November 8, 2010. Under Mr. Dunkerley's employment agreement: (a) "Cause" means (i) a material breach by Mr. Dunkerley of his obligations under Mr. Dunkerley's employment agreement, after Mr. Dunkerley has been given written notice specifying the breach and has been provided a thirty day opportunity to cure, including, without limitation, willful neglect of Mr. Dunkerley's duties or Mr. Dunkerley's willful failure (other than any such failure resulting from the termination of Mr. Dunkerley's employment for death, disability, retirement or "Good Reason") to implement or adhere to policies established by, or directives of, the Board of Directors, (ii) Mr. Dunkerley is convicted of, or pleads guilty or no contest

38


(2)
The Company is self-insured with respect to the life insurance covering Mr. Dunkerley. The Company will be required to pay $300,000 in a lump sum in the event of Mr. Dunkerley's death.

(3)
Pursuant to Mr. Dunkerley's employment agreement, he is entitled to participate in the Company's executive long-term disability plan, pursuant to which, if Mr. Dunkerley's employment were terminated as a result of his disability on December 31, 2009, Mr. Dunkerley would be entitled to a supplemental disability benefit of up to $11,000 per month, as described in the Compensation Discussion and Analysis section above.

(4)
In the event of a "Change in Control," Mr. Dunkerley has the right, on written notice to the Company given at any time within sixty days after such "Change of Control," to elect to terminate his employment with the Company, which termination will be deemed a termination by Mr. Dunkerley for "Good Reason." The dollar values in the table assume that Mr. Dunkerley has elected to terminate his employment for "Good Reason" on December 31, 2009.

39


(5)
Pursuant to Mr. Dunkerley's employment agreement, if Mr. Dunkerley's employment is terminated as a result of his death, disability, by the Company without "Cause" or by Mr. Dunkerley for "Good Reason," Mr. Dunkerley shall be entitled to receive a performance/incentive bonus for services rendered during the year in which Mr. Dunkerley's employment is terminated. The dollar value in the table represents the bonus earned by Mr. Dunkerley for fiscal 2009.

(6)
Pursuant to Mr. Dunkerley's employment agreement, all unvested equity benefits granted to Mr. Dunkerley become immediately fully vested and/or exercisable upon a termination without "Cause" or "Good Reason" or upon a change in control of the Company, provided that, Mr. Dunkerley's restricted stock will only vest upon a change in control if the Company's stockholders receive at least $6.50 per share. Regarding stock options, the dollar values in the table assume that the benefit of acceleration of stock options equals the difference between the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) and the exercise price of the unvested awards, multiplied by the number of shares of Common Stock underlying the unvested options held by Mr. Dunkerley at December 31, 2009. Regarding restricted stock and DSUs, the dollar values in the table are calculated by multiplying the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) by the number of shares of Common Stock underlying the unvested restricted stock and DSUs held by Mr. Dunkerley at December 31, 2009. (For purposes of this calculation, it is assumed that all of Mr. Dunkerley's restricted stock will vest upon a change in control.)

(7)
Mr. Dunkerley is entitled to additional compensation in the event his change in control payments result in an excise tax under Section 4999 of the Code (imposing an excise tax on "excess parachute payments," as defined in Section 280G of the Code). The amount of such additional compensation is the amount necessary to put Mr. Dunkerley in the financial position he would be in if no such excise tax were imposed, based upon a hypothetical change in control on December 31, 2009.

40


        The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company's employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2009 for Mr. Ingram. Mr. Ingram's receipt of any severance payments below is subject to his execution and non-revocation of a general release and waiver of claims against the Company. Mr. Ingram is bound by the terms of the noncompetition provisions of his employment agreement for a period of 12 months following the effective date of his termination of employment with the Company.

 
  Termination  
Benefits and Payments
  Without
Cause(1)
  Death   Disability(2)   Change in
Control(3)
 

Lump Sum Payment

  $ 339,145   $   $   $  

Performance/Incentive Bonus(4)

    542,930              

Stock Options (Accelerated Vesting)

                333,533  

Stock Awards(5)

        58,338     58,338     350,000  

Insurance Proceeds

            2,783,000      
                   
 

Total

    882,075     58,338     2,841,338     683,533  
                   

(1)
Mr. Ingram's employment agreement provides him with a lump sum severance payment upon termination of employment by the Company without "Cause" equal to his current annual base salary and his annual insurance premiums for medical and dental coverage. Under Mr. Ingram's employment agreement, "Cause" means (i) a material breach of the agreement by Mr. Ingram, including without limitation, repeated neglect of Mr. Ingram's duties, Mr. Ingram's repeated material lack of diligence and attention in performing services as provided in the agreement, or Mr. Ingram's repeated failure to implement or adhere to Company policies, in each case after notice to Mr. Ingram stating the reason for such breach and providing Mr. Ingram thirty (30) days opportunity to cure, provided however that such notice and opportunity to cure shall not be required to be provided more than three (3) times during the Employment Period (as defined in the agreement) prior to termination, (ii) commission of a crime (other than a petty offense or traffic violation) that has a material adverse impact on the Company's reputation and standing in the community, (iii) fraudulent conduct in connection with the business affairs of the Company, regardless of whether such conduct is designed to defraud the Company or others, (iv) conduct in material violation of the Company's corporate compliance rules, practices, procedures and ethical guidelines and (v) material violation(s) of the Company's House Rules.

(2)
Pursuant to Mr. Ingram's employment agreement, he is entitled to participate in the Company's executive long-term disability plan, pursuant to which, if Mr. Ingram's employment were terminated as a result of his disability on December 31, 2009, Mr. Ingram would be entitled to a supplemental disability benefit of up to $11,000 per month, as described in the Compensation Discussion and Analysis section above.

(3)
Pursuant to Mr. Ingram's stock option agreements, all unvested options granted to Mr. Ingram become immediately fully vested and exercisable upon a "Change in Control" of the Company. Regarding stock options, the dollar values in the table assume that the benefit of acceleration of stock options equals the difference between the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) and the exercise price of the unvested awards, multiplied by the number of shares of Common Stock underlying the unvested options held by Mr. Ingram at December 31, 2009.

41


(4)
Pursuant to Mr. Ingram's employment agreement, if Mr. Ingram's employment is terminated by the Company without "Cause," Mr. Ingram shall be entitled to receive a pro rated performance/incentive bonus for services rendered during the portion of the year in which he worked prior to termination. The dollar value in the table represents the bonus earned by Mr. Ingram for fiscal 2009, which is not necessarily indicative of the bonus payable under Mr. Ingram's employment agreement.

(5)
The vesting of Mr. Ingram's DSUs is accelerated upon a change in control, and delivery of Mr. Ingram's DSUs is accelerated upon death, disability or a change in control. The dollar values in the table are calculated by multiplying the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) by the number of shares of Common Stock underlying the vested DSUs held by Mr. Ingram at December 31, 2009 (in the case of death or disability) or by the number of shares of Common Stock underlying all DSUs held by Mr. Ingram at December 31, 2009 (in the case of a change in control).

42


        The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company's employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2009 for Mr. Osborne. Mr. Osborne's receipt of any severance payments below is subject to his execution and non-revocation of a general release and waiver of claims against the Company.

 
  Termination  
Benefits and Payments
  Without
Cause(1)
  Death   Disability(2)   Change in
Control(3)
 

Lump Sum Payment

  $ 307,904   $   $   $  

Performance/Incentive Bonus(4)

    493,572              

Stock Options (Accelerated Vesting)

                312,532  

Stock Awards(5)

        58,338     58,338     350,000  

Insurance Proceeds

            1,452,000      
                   
 

Total

    801,476     58,338     1,510,338     842,532  
                   

(1)
Mr. Osborne's executive severance agreement provides him with a lump sum severance payment, to be paid within 30 days of termination of employment by the Company without "Cause" equal to his current annual base salary and his annual insurance premiums for medical and dental coverage. Under the Mr. Osborne's employment agreement, "Cause" means a good faith finding by the Company of any of the following: (a) repeated neglect by Mr. Osborne of his employment duties, Mr. Osborne's repeated material lack of diligence and attention in performing his employment duties, or Mr. Osborne's repeated failure to implement or adhere to Company policies; (b) conduct of a criminal nature that may have an adverse impact on the Company's reputation in the community; (c) fraudulent conduct in connection with the business affairs of the Company, regardless of whether said conduct is designed to defraud the Company or others; (d) conduct at any time or place which is detrimental to the Company's reputation and/or goodwill among its customers and/or the community; (e) conduct in violation of the Company's corporate compliance rules, practices, procedures and ethical guidelines; (f) material violation of the Company's House Rules.

(2)
Pursuant to Mr. Osborne's executive severance agreement, he is entitled to participate in the Company's executive long-term disability plan, pursuant to which, if Mr. Osborne's employment were terminated as a result of his disability on December 31, 2009, Mr. Osborne would be entitled to a supplemental disability benefit of up to $11,000 per month, as described in the Compensation Discussion and Analysis section above.

(3)
Pursuant to Mr. Osborne's stock option agreements, all unvested options granted to Mr. Osborne become immediately fully vested and exercisable upon a "Change in Control" of the Company (as defined in footnote 3 to the termination table for Mr. Ingram above). Regarding stock options, the dollar values in the table assume that the benefit of acceleration of stock options equals the difference between the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) and the exercise price of the unvested awards, multiplied by the number of shares of Common Stock underlying the unvested options held by Mr. Osborne at December 31, 2009.

(4)
Pursuant to Mr. Osborne's executive severance agreement, if Mr. Osborne's employment is terminated by the Company without "Cause," Mr. Osborne shall be entitled to receive a pro rated performance/incentive bonus for services rendered during the portion of the year in which he worked prior to termination. The dollar value in the table represents the bonus earned by Mr. Osborne for fiscal 2009, which is not necessarily indicative of the bonus payable under Mr. Osborne's executive severance agreement.

43


(5)
The vesting of Mr. Osborne's DSUs is accelerated upon a change in control, and delivery of Mr. Osborne's DSUs is accelerated upon death, disability or a change in control. The dollar values in the table are calculated by multiplying the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) by the number of shares of Common Stock underlying the vested DSUs held by Mr. Osborne at December 31, 2009 (in the case of death or disability) or by the number of shares of Common Stock underlying all DSUs held by Mr. Osborne at December 31, 2009 (in the case of a change in control).

        The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company's employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2009 for Ms. Falvey. Ms. Falvey's receipt of any severance payments below is subject to her execution and non-revocation of a general release and waiver of claims against the Company. Ms. Falvey is bound by the terms of the noncompetition provisions of her employment agreement for a period of 12 months following the effective date of her termination of employment with the Company.

 
  Termination  
Benefits and Payments
  Without
Cause(1)
  Death   Disability(2)   Change in
Control(3)
 

Lump Sum Payment

  $ 287,904   $   $   $  

Performance/Incentive Bonus(4)

    362,937              

Stock Options (Accelerated Vesting)

                224,131  

Stock Awards(5)

        40,838     40,838     245,000  

Insurance Proceeds

            1,815,000      
                   
 

Total

    650,841     40,838     1,855,838     469,131  
                   

(1)
Ms. Falvey's employment agreement provides her with a severance payment upon termination of employment by the Company without "Cause" equal to her current annual base salary and her annual insurance premiums for medical and dental coverage. Under Ms. Falvey's employment agreement, "Cause" means (i) a material breach of the agreement by Ms. Falvey, including without limitation, repeated neglect of Ms. Falvey's duties, Ms. Falvey's repeated material lack of diligence and attention in performing services as provided in the agreement, or Ms. Falvey's repeated failure to implement or adhere to Company policies, in each case after notice to Ms. Falvey stating the reason for such breach and providing Ms. Falvey thirty (30) days opportunity to cure, provided however that such notice and opportunity to cure shall not be required to be provided more than three (3) times during the Employment Period (as defined in the agreement) prior to termination, (ii) commission of a crime (other than a petty offense or traffic violation) that has a material adverse impact on the Company's reputation and standing in the community, (iii) fraudulent conduct in connection with the business affairs of the Company, regardless of whether such conduct is designed to defraud the Company or others, (iv) conduct in material violation of the Company's corporate compliance rules, practices, procedures and ethical guidelines and (v) material violation(s) of the Company's House Rules.

(2)
Pursuant to Ms. Falvey's employment agreement, she is entitled to participate in the Company's executive long-term disability plan, pursuant to which, if Ms. Falvey's employment were terminated as a result of her disability on December 31, 2009, Ms. Falvey would be entitled to a supplemental disability benefit of up to $11,000 per month, as described in the Compensation Discussion and Analysis section above.

(3)
Pursuant to Ms. Falvey's stock option agreements, all unvested options granted to Ms. Falvey become immediately fully vested and exercisable upon a "Change in Control" of the Company (as defined in

44


(4)
Pursuant to Ms. Falvey's employment agreement, if Ms. Falvey's employment is terminated by the Company without "Cause," Ms. Falvey shall be entitled to receive a pro rated performance/incentive bonus for services rendered during the portion of the year in which she worked prior to termination. The dollar value in the table represents the bonus earned by Ms. Falvey for fiscal 2009, which is not necessarily indicative of the bonus payable under Ms. Falvey's employment agreement.

(5)
The vesting of Ms. Falvey's DSUs is accelerated upon a change in control, and delivery of Ms. Falvey's DSUs is accelerated upon death, disability or a change in control. The dollar values in the table are calculated by multiplying the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) by the number of shares of Common Stock underlying the vested DSUs held by Ms. Falvey at December 31, 2009 (in the case of death or disability) or by the number of shares of Common Stock underlying all DSUs held by Ms. Falvey at December 31, 2009 (in the case of a change in control).

        The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company's employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2009 for Mr. Taniguchi. Mr. Taniguchi is bound by the terms of the noncompetition provisions of his employment agreement for a period of 12 months following the effective date of his termination of employment with the Company.

 
  Termination  
Benefits and Payments
  Without Cause(1)   Death   Disability(2)   Change in
Control(3)
 

Base Salary

  $ 250,000   $   $   $  

Stock Options (Accelerated Vesting)

                224,131  

Stock Awards(4)

        40,838     40,838     245,000  

Insurance Proceeds

                 

Insurance Premiums (Life, Medical and Dental)

    8,273              

Travel and Other Benefits

    5,908              
                   
 

Total

    264,181     40,838     40,838     469,131  
                   

(1)
Mr. Taniguchi's employment agreement provides him with severance payments upon termination of employment by the Company without "Cause" consisting of 12 months continued base salary and 12 months continued medical, dental, travel and other benefits. The dollar value in the table represents Mr. Taniguchi's travel and other benefits and insurance premiums for fiscal 2009. Under Mr. Taniguchi's employment agreement, "Cause" means (i) a material breach of the agreement by Mr. Taniguchi, including without limitation, repeated willful neglect of Mr. Taniguchi's duties, Mr. Taniguchi's material lack of diligence and attention in performing services as provided in the agreement, or Mr. Taniguchi's repeated willful failure to implement or adhere to Company policies, (ii) conduct of a criminal nature that may have a material adverse impact on the Company's reputation and standing in the community and (iii) fraudulent conduct in connection with the business affairs of the Company, regardless of whether such conduct is designed to defraud the Company or others.

45


(2)
Pursuant to Mr. Taniguchi's employment agreement, he is entitled to participate in the Company's executive long-term disability plan, pursuant to which, if Mr. Taniguchi's employment were terminated as a result of his disability on December 31, 2009, Mr. Taniguchi would be entitled to a supplemental disability benefit of up to $11,000 per month, as described in the Compensation Discussion and Analysis section above. Mr. Taniguchi turned 65 prior to December 31, 2009.

(3)
Pursuant to Mr. Taniguchi's stock option agreements, all unvested options granted to Mr. Taniguchi become immediately fully vested and exercisable upon a "Change in Control" of the Company (as defined in footnote 3 to the termination table for Mr. Ingram above). Regarding stock options, the dollar values in the table assume that the benefit of acceleration of stock options equals the difference between the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) and the exercise price of the unvested awards, multiplied by the number of shares of Common Stock underlying the unvested options held by Mr. Taniguchi at December 31, 2009.

(4)
The vesting of Mr. Taniguchi's DSUs is accelerated upon a change in control, and delivery of Mr. Taniguchi's DSUs is accelerated upon death, disability or a change in control. The dollar values in the table are calculated by multiplying the closing sales price of the Company's Common Stock on December 31, 2009 ($7.00) by the number of shares of Common Stock underlying the vested DSUs held by Mr. Taniguchi at December 31, 2009 (in the case of death or disability) or by the number of shares of Common Stock underlying all DSUs held by Mr. Taniguchi at December 31, 2009 (in the case of a change in control).


Compensation Committee Interlocks and Insider Participation

        During the last fiscal year, our Compensation Committee included Mr. Budge, Mr. Carty, Mr. Kobayashi and Ms. Rose. No member of the Compensation Committee has at any time been an employee of ours. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

46



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table provides the beneficial ownership, both direct and indirect, reported to us as of March 1, 2010 (except as otherwise noted in the footnotes) of our Common Stock and Special Preferred Stock, including shares as to which a right to acquire ownership within 60 days of such date exists (for example, through the ability to exercise stock options and warrants). The information is presented for beneficial owners of more than 5% of our Common Stock and Special Preferred Stock, and for our directors, our named executive officers and for the group comprised of all of our directors and executive officers. We know of no persons other than those identified below who owned beneficially more than 5% of the outstanding shares of our Common Stock or Special Preferred Stock as of March 1, 2010. The table is based on 51,928,016 shares of Common Stock and one share each of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock outstanding as of March 1, 2010.

Name and Address of Beneficial Owner
  Number of Shares
of Common and
Special Preferred Stock
Beneficially Owned
  Percent and Class of
Common and Special Preferred Stock
Beneficially Owned
FMR LLC
82 Devonshire Street
Boston, Massachusetts 02109
    7,743,185(1)     14.9% of Common Stock
Thompson, Siegel & Walmsley LLC
6806 Paragon Place, Suite 300
Richmond, VA 23230
    3,801,550(2)     7.3% of Common Stock
Renaissance Technologies LLC
800 Third Avenue
New York, New York 10022
    3,760,790(3)     7.2% of Common Stock
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
    3,146,059(4)     6.1% of Common Stock
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
    2,962,079(5)     5.7% of Common Stock
International Association of Machinists and Aerospace Workers
1771 Commerce Drive, Ste. 103
Elk Grove, IL 60007
Attn: Rich Delaney
   
1       
 
100% of Series B Special Preferred Stock (constituting 33.3% of all Special Preferred Stock)
Association of Flight Attendants
501 Third Street, N.W., 9th Floor
Washington, DC 20005-4006
Attn: Edward Gilmartin, Esq.
    1          100% of Series C Special Preferred Stock (constituting 33.3% of all Special Preferred Stock)
Hawaiian Master Executive Council
c/o Air Line Pilots Association
3375 Koapaka Street, Suite F-238-10
Honolulu, HI 96819
Attn: Master Chair, Hawaiian MEC
    1          100% of Series D Special Preferred Stock (constituting 33.3% of all Special Preferred Stock)
Gregory S. Anderson**     6,666(6)     Common Stock*
L. Todd Budge**     21,667(7)     Common Stock*
Donald J. Carty**     370,135(8)     Common Stock*

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Name and Address of Beneficial Owner
  Number of Shares
of Common and
Special Preferred Stock
Beneficially Owned
  Percent and Class of
Common and Special Preferred Stock
Beneficially Owned
Mark B. Dunkerley**     1,606,794(9)     3.0% of Common Stock
Lawrence S. Hershfield**     1,976,725(10)   3.7% of Common Stock
Randall L. Jenson**     1,859,892(11)   3.5% of Common Stock
Sean Kim**     0          Common Stock*
Bert T. Kobayashi, Jr.**     27,066(12)   Common Stock*
Crystal K. Rose**     21,667(13)   Common Stock*
William S. Swelbar**     21,667(14)   Common Stock*
Duane E. Woerth **     0          Common Stock*
Barbara D. Falvey**     127,141(15)   Common Stock*
Peter R. Ingram**     339,857(16)   Common Stock*
David J. Osborne**     171,251(17)   Common Stock*
Glenn G. Taniguchi**     74,037(18)   Common Stock*

Directors and executive officers as a group (16 persons)

    4,958,941(19)   9.0% of Common Stock

*
Less than 1%

**
Address is c/o Hawaiian Holdings, Inc., 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819.

(1)
Based solely on information reported by FMR LLC ("FMR") on a Schedule 13G/A filed with the SEC on February 16, 2010, all of the reported shares are beneficially owned by Fidelity Management & Research Company ("Fidelity"), a registered investment advisor to various investment companies ("Fidelity Funds") and a wholly-owned subsidiary of FMR. Edward C. Johnson 3rd and FMR, through its control of Fidelity, and the funds each has sole dispositive power with respect to all reported shares. Neither Mr. Johnson nor FMR has the sole power to vote or direct the voting of the shares beneficially owned by Fidelity Funds, which power resides with the Board of Trustees of such funds.

(2)
Based solely on information reported by Thompson, Siegel & Walmsley LLC ("TSW") on Schedule 13G filed with the SEC on February 12, 2010, TSW has (i) sole voting power with respect to 3,033,400 of the reported shares; (ii) shared voting power with respect to 768,150 of the reported shares; and (iii) sole dispositive power with respect to all of the reported shares.

(3)
Based solely on information reported by Renaissance Technologies LLC ("RTC") on Schedule 13G/A filed with the SEC on February 12, 2010, RTC and Dr. James H. Simons, as a control person of RTC, have (i) sole voting power with respect to 3,504,486 of the reported shares; (ii) sole dispositive power with respect to 3,607,356 of the reported shares; and (iii) shared dispositive power with respect to 153,434 of the reported shares.

(4)
Based solely on information reported by The Vanguard Group, Inc. ("Vanguard") on Schedule 13G filed with the SEC on February 8, 2010, Vanguard has (i) sole voting power with respect to 60,896 of the reported shares; (ii) sole dispositive power with respect to 3,085,163 of the reported shares; and (iii) shared dispositive power with respect to 60,896 reported shares.

(5)
Based solely on information reported by BlackRock, Inc. ("BlackRock") on Schedule 13G filed with the SEC on January 29, 2010, BlackRock has sole voting and dispositive power with respect to all reported shares.

48


(6)
Represents shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(7)
Represents shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(8)
Represents (i) 366,801 shares of Common Stock owned directly by Mr. Carty and (ii) 3,334 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(9)
Represents (i) 412,794 shares of Common Stock owned directly by Mr. Dunkerley, of which 75,000 shares are restricted stock subject to time and performance vesting and (ii) 1,194,000 shares of Common Stock underlying stock options that are currently exercisable.

(10)
Represents (i) 988,567 shares of Common Stock beneficially held through RC Aviation Management, LLC ("RC Aviation Management"), (ii) 758,158 shares of Common Stock underlying a warrant that is currently exercisable and beneficially held through RC Aviation Management, (iii) 85,000 shares of Common Stock owned directly by Mr. Hershfield and (iv) 145,000 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(11)
Represents (i) 988,567 shares of Common Stock beneficially held through RC Aviation Management, (ii) 106,667 shares of Common Stock underlying stock options that are exercisable as of or within 60 days of March 1, 2010, (iii) 758,158 shares of Common Stock underlying a warrant that is currently exercisable and beneficially held through RC Aviation Management and (iv) 6,500 shares of Common Stock owned directly by Mr. Jenson.

(12)
Represents (1) 12,400 shares of Common Stock owned directly by Mr. Kobayashi, (ii) 3,000 shares of Common Stock owned by Mr. Kobayashi's wife and (iii) 11,666 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(13)
Represents 21,667 shares of Common Stock underlying stock options that exercisable within 60 days of March 1, 2010.

(14)
Represents 21,667 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(15)
Represents 127,141 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(16)
Represents (i) 13,190 shares of Common Stock owned directly by Mr. Ingram and (ii) 326,667 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(17)
Represents 171,251 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(18)
Represents (i) 7,500 shares of Common Stock owned directly by Mr. Taniguchi and (ii) 66,537 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010.

(19)
Represents (i) 1,874,352 shares of Common Stock beneficially owned by all of our directors and executive officers, (ii) 2,318,931 shares of Common Stock underlying stock options that are exercisable within 60 days of March 1, 2010, (iii) 758,158 shares of Common Stock underlying a warrant that is currently exercisable.

Special Preferred Stock

        The IAM, the AFA and the ALPA hold one share of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock, respectively, that entitle each Union to nominate one director. Mr. Kim is the IAM's designee to the Board of Directors, Mr. Swelbar is the AFA's designee to the Board of Directors and Mr. Woerth is the ALPA's designee to the Board of Directors. The

49



Special Preferred Stock Designees are not elected by the holders of the Common Stock, and their election is, accordingly, not to be considered at the Annual Meeting. Each Union, as a holder of Special Preferred Stock, has the right to designate a nominee to fill a vacancy on the Board of Directors caused by the removal, resignation or death of a director whom such holder is entitled to nominate pursuant to our Amended By-laws. If such vacancy is not filled by the Board of Directors within 30 days of such nomination, such vacancy may be filled by the written consent of the applicable holder of Special Preferred Stock. In addition to the rights described above, each series of the Special Preferred Stock, unless otherwise specified: (1) ranks senior to the Common Stock and ranks pari passu with each other such series of Special Preferred Stock with respect to the liquidation, dissolution and winding up of the Company and will be entitled to receive $0.01 per share before any payments are made, or assets distributed to holders of any stock ranking junior to the Special Preferred Stock; (2) has no dividend rights unless a dividend is declared and paid on the Common Stock, in which case the Special Preferred Stock would be entitled to receive a dividend in an amount per share equal to two times the dividend per share paid on the Common Stock; (3) is entitled to one vote per share of such series and votes with the Common Stock as a single class on all matters submitted to holders of the Common Stock; and (4) automatically converts into the Common Stock on a 1:1 basis at such time as such shares are transferred or such holders are no longer entitled to nominate a representative to our Board of Directors pursuant to their respective collective bargaining agreements.

Changes In Control

        We are not aware of any arrangement that might result in a change in control in the future.


EQUITY COMPENSATION PLAN INFORMATION

        The following table provides the specified information as of December 31, 2009, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated by all compensation plans previously approved by our security holders, and by all compensation plans not previously approved by our security holders:

Plan Category(1)
  Number of
securities to be
issued upon exercise
of outstanding
options, warrants and rights
  Weighted-average
exercise price
of outstanding
options
  Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in first column)
 

Equity compensation plans approved by security holders

    4,211,503(2)   $ 4.55     1,889,891  

Equity compensation plans not approved by security holders

    —               
               

Total

    4,211,503        $ 4.55     1,889,891  
               

(1)
Table does not include 1.5 million shares of our Common Stock which were distributed to Hawaiian's employees pursuant to the Hawaiian Airlines, Inc. Stock Bonus Plan in 2006 and 2007.

(2)
Includes 3,254,403 shares subject to outstanding options, and 957,100 shares subject to deferred stock units.

50



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Party Transactions

        We review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. In addition, the Governance and Nominating Committee monitors and reviews any issues regarding the "independence" of directors or involving potential conflicts of interest, and evaluates any change of status or circumstance with respect to a director and determines the propriety of the director's continued service in light of that change.

Related Party Transactions

        In 2005, RC Aviation LLC ("RC Aviation") received a warrant to purchase shares of the Company's common stock at an exercise price of $7.20 per share (the "Common Stock Warrant"), which warrant was subsequently transferred to RC Aviation's members, including RC Aviation Management LLC ("RC Aviation Management"). As of March 1, 2010, the Common Stock Warrant held by RC Aviation Management was exercisable for 758,158 shares of the Company's common stock, and such Common Stock Warrant expires on June 1, 2010. A special committee of the Company's Board of Directors approved the original issuance of the Common Stock Warrant to RC Aviation, and received a fairness opinion in connection therewith. In connection with the granting of the Common Stock Warrant, the Company and RC Aviation also entered into a Registration Rights Agreement relating to the registration of shares of Common Stock issuable upon exercise of the Common Stock Warrant. In addition, the Company intends to register the sale of the Common Stock Warrant by RC Aviation Management. Lawrence S. Hershfield, the chair of our Board of Directors, is the Chief Executive Officer and President of RC Aviation Management, and Randall L. Jenson, a member of our Board of Directors, is the Vice President and Secretary of RC Aviation Management.

        During 2009, the Company paid consulting fees of approximately $130,000 to Ranch Capital, LLC, an organization for which our board members Messrs. Hershfield and Randall L. Jenson serve as Chief Executive Officer and President, respectively.

        During 2009, the Company purchased approximately $1.5 million in computer equipment and related services from Dell, Inc. ("Dell") and did not have a significant payable balance as of December 31, 2009. Board member Donald J. Carty was formerly employed as Vice Chairman and Chief Financial Officer of Dell and currently serves on Dell's Board of Directors.

        In March 2010, the Company entered into an agreement with Sojern, Inc. ("Sojern"), an organization of which our Board member Duane E. Woerth is a co-founder, and where he is employed as Senior Vice President of Airlines Relations, pursuant to which Sojern will pay the Company a portion of revenue derived from Sojern's sale to third parties of advertising services related to the Company's website. The dollar value of this contract is not determinable at this time.

        Eric C.W. Nicolai, who is a former member of our Board of Directors, is employed by Hawaiian as a pilot and received a salary during 2009 of $167,564.

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REPORT OF THE AUDIT COMMITTEE

        The Board of Directors has the ultimate authority for effective corporate governance, including oversight of the Company's management. The Audit Committee's purpose is to assist the Board of Directors in fulfilling its responsibilities by overseeing our accounting and financial reporting processes, the audits of our consolidated financial statements and internal control over financial reporting, the qualifications and performance of the independent registered public accounting firm engaged as our independent auditor, and the performance of our internal auditors.

        The Audit Committee relies on the expertise and knowledge of management, the internal auditors, and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control. Our independent registered public accounting firm, Ernst & Young LLP ("Ernst & Young"), is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States and expressing an opinion on the effectiveness of our internal control over financial reporting.

        The Audit Committee has reviewed our audited financial statements for the fiscal year ended December 31, 2009 and discussed such statements with management. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees—AU Section 380), as currently in effect.

        The Audit Committee received from Ernst & Young the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and PCAOB Ethics and Independence Rule 3526 (Communications with Audit Committees Concerning Independence), and discussed with Ernst & Young its independence.

        Based on the review and discussions noted above, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2009, and be filed with the SEC. The Audit Committee also appointed Ernst & Young to serve as our independent registered public accounting firm for the year 2010.

        This report of the Audit Committee shall not be deemed to be soliciting material or incorporated by reference by any general statement incorporating by reference the proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically requests that this information be treated as soliciting material or specifically incorporates this information by reference, nor shall it be deemed filed under such Acts.

The Audit Committee

Gregory S. Anderson, Chairman
Donald J. Carty
L. Todd Budge
Bert T. Kobayashi, Jr.

March 26, 2010

52



PROPOSAL 2: RATIFICATION OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010

        The Audit Committee of our Board of Directors has selected Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2010, and has further directed that management submit the appointment of independent auditors for ratification by the stockholders at the Annual Meeting. Our financial statements for the 2009 fiscal year were audited and reported upon by Ernst & Young.

        Representatives of Ernst & Young will be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders and make a statement should they so desire.

        Neither our Amended By-Laws nor other governing documents or law require stockholder ratification of the appointment of Ernst & Young as our independent registered public accounting firm. However, the Board of Directors is submitting the appointment of Ernst & Young to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee of the Board of Directors will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee of the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

        The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the appointment of Ernst & Young. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

        The amounts set forth below include all fees paid to Ernst & Young for services provided to us during 2009 and 2008.

Audit Fees

        Fees for audit services rendered by Ernst & Young to us totaled $1.5 million and $1.5 million for 2009 and 2008, respectively. Audit fees consist primarily of fees for the audits of our consolidated financial statements and the financial statements of Hawaiian, the audit of our internal control over financial reporting, the review of the interim condensed consolidated financial statements included in our quarterly reports, attestation services required by statute or regulation, consents, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audits and quarterly reviews, and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards. All of the foregoing services rendered by Ernst & Young were pre-approved by the Audit Committee.

Audit Related Fees

        Fees for audit-related services rendered by Ernst & Young to us totaled $0.1 million and $0.1 million in 2009 and 2008, respectively, consisting entirely of fees for the audit of Hawaiian's employee benefit plans in 2009 and 2008. All of the foregoing services rendered by Ernst & Young were pre-approved by the Audit Committee.

Tax Fees

        Fees for tax services rendered by Ernst & Young to us totaled $0.2 million and $0.2 million in 2009 and 2008, respectively. Tax fees consist primarily of fees for the preparation of federal and state tax returns, review of tax returns prepared by the Company, assistance in assembling data to respond to governmental

53



reviews of past tax filings, and tax advice, exclusive of tax services rendered in connection with the audits. All of the foregoing services rendered by Ernst & Young were pre-approved by the Audit Committee.

Other Fees

        Ernst & Young did not provide any professional services during fiscal 2009 other than those described under the captions "Audit Fees," "Audit-Related Fees" and "Tax Fees." Fees for other services rendered by Ernst & Young to us in 2008 were de minimus (i.e., less than $5,000) and related to services provided in connection with certain statutory matters.

Audit Committee Pre-Approval Policies

        The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy, whereby it may pre-approve the provision of services to us by the independent auditors. The policy of the Audit Committee is to pre-approve the audit, audit-related, tax and non-audit services to be performed during the year on an annual basis, in accordance with a schedule of such services approved by the Audit Committee. The annual audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. Audit-related services and tax services to be provided by the auditors will be subject to general pre-approval by the Audit Committee. The Audit Committee may grant specific case-by-case approval for permissible non-audit services. The Audit Committee will establish pre-approval fee levels or budgeted amounts for all services to be provided on an annual basis. Any proposed services exceeding those levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee, who will report any such pre-approval decisions to the Audit Committee at its next scheduled meeting.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2010.


PROPOSAL NO. 3: APPROVAL OF CERTAIN AMENDMENTS TO AND MATERIAL TERMS OF 2005 STOCK INCENTIVE PLAN

Description of Proposed Amendments and Proposed Approval of Material Terms

        Our Board of Directors has approved amendments to our 2005 Stock Incentive Plan, subject to the approval of such plan by our stockholders. The amendments reflected in the 2005 Stock Incentive Plan, hereinafter referred to as the "Plan," if approved by our stockholders, include (i) the addition of 7,300,000 shares of common stock to the Plan , (ii) the addition of a "fungible share" provision whereby each full-value award issued under the Plan results in a debit of 1.37 shares from the approved share pool, and (iii) the extension of the Plan term from April 27, 2015 to February 11, 2020. We are also seeking stockholder approval of the material terms of the Stock Incentive Plan for purposes of complying with Internal Revenue Code Section 162(m). Stockholder approval of the Plan amendments and its material terms requires the affirmative vote of a majority of the outstanding shares of common stock that are present in person or by proxy and entitled to vote on the proposal at the meeting. If stockholders approve amending and restating the Plan, the amended and restated Equity Plan will replace the current version of the Equity Plan. Otherwise, the current version of the Plan will remain in effect. Our executive officers and directors have an interest in this proposal by virtue of their being eligible to receive equity awards under the Plan. The remainder of this discussion, when referring to the Plan, refers to the amended and restated Plan unless otherwise specified or the context otherwise references the Plan prior to amendment and restatement.

54


Reason for the Proposed Amendments

        The Plan was initially adopted by the Board of Directors in April 2005 and approved by our stockholders in July 2005. As of December 31, 2009, the Plan had 1,889,891 shares remaining available for issuance, 3,254,403 shares were subject to outstanding options, 75,000 shares were subject to an outstanding unvested performance-based vesting restricted stock award and 520,687 shares were subject to unvested deferred stock units.

        The Plan is scheduled to expire on April 27, 2015. If this proposal is approved by our stockholders, (i) 7,300,000 additional shares of common stock will be added to the Plan's share pool, (ii) each share subject to a full-value award (i.e., restricted stock, restricted stock units, deferred stock units and other stock awards, but not options or stock appreciation rights) issued under the Plan shall result in a debit of the Plan share pool by 1.37 shares, (iii) the Plan term will be extended from April 27, 2015 to February 11, 2020.

        We strongly believe that the approval of the Equity Plan is essential to our continued success. The Compensation Committee believes that equity awards motivate high levels of performance, align the interests of employees and stockholders by giving employees the perspective of an owner with an equity stake in the Company, and provide an effective means of recognizing employee contributions to the success of the Company. The Compensation Committee believes that equity awards are a competitive necessity in the environment in which we operate, and are essential to recruiting and retaining the highly qualified key personnel who help the Company meet its goals, as well as rewarding and encouraging current employees. The Compensation Committee believes that the ability to continue to grant equity awards will be important to the future success of the Company.

Internal Revenue Code Section 162(m) Performance-Based Compensation

        The amended and restated Plan provides us with the potential to take tax deductions associated with certain executive compensation, particularly with respect to certain full-value awards subject to vesting based upon the attainment of specified objective performance criteria.

        Awards granted under the Plan may be designed to qualify as "performance-based" compensation within the meaning of Section 162(m) of the Internal Revenue Code (the "Code"). Pursuant to Section 162(m), the Company generally may not deduct for federal income tax purposes compensation paid to our Chief Executive Officer, or our three other highest paid employees (other than our Chief Financial Officer) to the extent that any of these persons receive more than $1 million in compensation in any single year. However, if the compensation qualifies as "performance-based" for Section 162(m) purposes, the Company may deduct for federal income tax purposes the compensation paid even if such compensation exceeds $1 million in a single year. For certain awards granted under the Plan to qualify as "performance-based" compensation under Section 162(m), among other things, our stockholders must approve the material terms of the Plan at this Annual Meeting.

        A favorable vote for this proposal will allow us to continue to deduct certain executive compensation in excess of $1 million and provide us with potentially significant future tax benefits and associated cash flows. An unfavorable vote for this proposal would disallow any future tax deductions for certain executive compensation in excess of $1 million paid to our Chief Executive Officer and our three other most highly compensated employees (other than our Chief Financial Officer) pursuant to the Plan.

        The following description of certain features of the Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the Plan, a copy of which is attached as Appendix A at the end of this Proxy Statement.

55


Description of the Plan

        Administration; Eligibility; Shares Available for Issuance; Limitations on Issuance.    The Plan is administered by the Compensation Committee. The Compensation Committee is authorized from time to time to select and to grant awards under the Plan to such employees, contractors and consultants of the Company and its subsidiaries as the Compensation Committee, in its discretion, selects. The Compensation Committee is authorized to delegate any of its authority under the Plan (including the authority to grant awards) to such executive officers of the Company as it thinks appropriate and as permitted by Rule 16b-3 of the Exchange Act and Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"); except that no such delegation may be made with respect to the authority to make grants or otherwise administer awards to executive officers or members of the Board of Directors. Shares granted under the Plan will be made available from unissued Common Stock or from Common Stock held in treasury.

        Including the increase of 7,300,000 shares subject to stockholder approval, the Plan authorizes a maximum of 15,300,000 shares to be available for grant pursuant to the Plan. Any Plan awards of full value awards (i.e., restricted stock, restricted stock units, deferred stock units and other stock awards, but not options or stock appreciation rights) shall be counted against the total number of shares issuable under the Plan as 1.37 shares for every one share subject thereto. Conversely, any such full value awards that are recycled into the Plan share pool due to their failing to vest shall result in a credit of 1.37 shares.

        The Plan imposes the following limitations on awards issued under the Plan: (i) the maximum number of shares of Common Stock that may be granted as awards to any participant in any fiscal year shall not exceed 1,500,000 shares; and (ii) the maximum amount of cash or cash payments that may be granted as awards in any fiscal year shall not exceed $100,000. The shares of Common Stock subject to the Plan and each limitation described above are subject to adjustment in the event of certain changes of capitalization as set forth in the section entitled "Adjustments upon Changes in Capitalization" of the Plan.

        If any award is forfeited, or if any Option terminates, expires or lapses without being exercised, shares of Common Stock subject to such award will again be available for future grant.

        Director Awards.    The Plan authorizes the Compensation Committee to grant and administer discretionary annual awards to non-employee directors. Such discretionary annual awards may include grants of stock options, restricted stock, deferred stock units, restricted stock units or any other award authorized under the Plan, or any combination thereof.

        Options.    The Plan authorizes the Compensation Committee to grant participants options to purchase Common Stock, which may be in the form of a non-statutory stock option or, if granted to an employee, in the form of an Incentive Stock Option (an "ISO"). The terms of all ISOs issued under the Plan will comply with the requirements of Section 422 of the Code. The exercise price of options granted under the Plan may not be less than 100% of the fair market value of the Common Stock at the time the option is granted (110% of the fair market value on the date of grant in the case of an incentive stock option granted to a ten percent stockholder). The Compensation Committee will determine the time an option may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable, method of delivery and whether an option will be granted in tandem with other awards. The term of a Plan option may not exceed seven years from the grant date.

        Stock Appreciation Rights.    The Plan authorizes the Compensation Committee to grant to participants stock appreciation rights. A stock appreciation right entitles the grantee to receive upon exercise, the excess of (a) the fair market value of a specified number of shares of Common Stock at the time of exercise over (b) an amount not less than 100% of the fair market value of the Common Stock at the time the stock appreciation right was granted. The Compensation Committee will determine the time a stock appreciation right may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable, method of delivery and whether a stock appreciation right will be granted in

56



tandem with other awards. The term of a Plan stock appreciation right may not exceed seven years from the grant date.

        Deferred Stock Units.    The Plan authorizes the Compensation Committee to grant to participants deferred stock units. A deferred stock unit is an award that entitles a participant to receive the value of underlying Common Stock, at a specified date after the vesting date, in cash or in Common Stock as determined by the Compensation Committee. Deferred stock units may be subject to time and/or performance based vesting conditions, as determined by the Compensation Committee in its discretion. No Common Stock will be issued at the time a deferred stock unit is granted. Rather, the Company will establish an account for the participant and will record in such account the number of deferred stock units granted to such participant, which units will be valued initially based upon the then-fair market value of the Common Stock.

        Restricted Stock.    The Plan authorizes the Compensation Committee to grant to participants restricted Common Stock with such restriction periods, restrictions on transferability, and performance goals as the Compensation Committee may designate at the time of grant. Restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered during the restriction period. Other than the restrictions on transfer, a participant will have all the rights of a holder of the shares of Common Stock, representing the restricted stock, including the rights to all distributions (including regular cash dividends) made or declared with respect to the restricted stock. If any such dividends are distributions paid in stock, the stock will be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock with respect to which the stock has been distributed. Restricted stock will be forfeitable to the Company upon a participant's termination of employment during the applicable restricted period. The Compensation Committee, in its discretion, may accelerate the time at which restrictions or forfeiture conditions will lapse, or may remove any performance goal requirement upon the death, disability, retirement or otherwise of a participant.

        Restricted Stock Units.    The Plan authorizes the Compensation Committee to grant to participants restricted stock units. A restricted stock unit is an award that entitles a participant to receive the value of underlying Common Stock upon vesting, in cash or in Common Stock as determined by the Compensation Committee. Restricted stock units may be subject to time and/or performance based vesting conditions, as determined by the Compensation Committee in its discretion. No Common Stock will be issued at the time a restricted stock unit is granted. Rather, the Company will establish an account for the participant and will record in such account the number of restricted stock units granted to such participant, which units will be valued initially based upon the then-fair market value of the Common Stock.

        Cash Payments.    The Plan authorizes the Compensation Committee, subject to limitations under applicable law, to grant cash payments to participants. These may be granted separately or as a supplement to any stock-based award.

        Performance-Based Awards.    Performance-based awards are certain awards which are based on the attainment of specified performance goals. A performance-based award will vest and become payable to and/or exercisable by the participant upon achievement during a specified performance period of performance goals established by the Compensation Committee. Performance goals may be established on a Company-wide basis, or with respect to any subsidiary or business unit of the Company.

        In the case of performance-based awards which are intended to satisfy Section 162(m) of the Code and which are granted to participants who are "covered employees" under Section 162(m) of the Code, the applicable performance goals are limited to one or more of the following:

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        The performance measures listed above may apply to either the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment, and may be measured either on an absolute basis, a per-share basis or relative to a pre-established target, to a previous period's results or to a designated comparison group, in each case as specified by the Compensation Committee. Financial performance measures may be determined in accordance with United States Generally Accepted Accounting Principles ("GAAP") in accordance with accounting principles established by the International Accounting Standards Board ("IASB Principles") or may be adjusted by our Compensation Committee when established to exclude any items otherwise includable under GAAP or under IASB Principles. The Committee may choose other performance goals for awards that are not intended to qualify as performance-based compensation under Code Section 162(m).

        Other Stock-Based Awards.    To permit the Compensation Committee the flexibility to respond to future changes in compensation arrangements, the Plan authorizes the Compensation Committee, subject to limitations under applicable law, to grant to participants such other stock-based awards as deemed by

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the Compensation Committee to be consistent with the purposes of the Plan. The Compensation Committee may determine the terms and conditions of such stock-based awards.

        Terms of Awards.    The term of each award will be determined by the Compensation Committee at the time each award is granted, provided that the terms of options and stock appreciation rights may not exceed seven years. Awards granted under the Plan generally will not be transferable, except by will and the laws of descent and distribution. However, the Compensation Committee may grant awards to participants (other than ISOs) that may be transferable without consideration to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only partners.

        Award Agreements.    All awards granted under the Plan will be evidenced by a written agreement that may include such additional terms and conditions not inconsistent with the Plan as the Compensation Committee may specify. Award agreements are not required to contain uniform terms or provisions.

        Term of the Plan; Amendment and Adjustment.    No awards may be granted under the Plan after February 11, 2020. The Plan may be terminated by the Board of Directors at any time, but the termination of the Plan will not adversely affect awards that have previously been granted. In addition, the Board of Directors may amend, alter, suspend, discontinue or terminate the Plan or the Compensation Committee's authority to grant awards under the Plan without the consent of the Company's stockholders or participants, except that any such amendment, alteration, suspension, discontinuation or termination shall be subject to the approval of the Company's stockholders within one year after such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Common Stock may then be listed or quoted.

Interest Of Certain Persons In Matters To Be Acted Upon

        From time to time, each of our non-employee directors may be granted discretionary annual awards under the Plan, which discretionary annual awards will be administered by the Compensation Committee. In February 2010, the Compensation Committee authorized a discretionary grant to each non-employee director on the day of each Annual Meeting of the number of deferred stock units determined by dividing $60,000 by the closing price of the Company's Common Stock on the day of such Annual Meeting (or if such date is not a trading day, then the closing price on the immediately preceding trading day), vesting 100% on the day prior to the following year's Annual Meeting.

New Plan Benefits

        Employees, consultants and directors who will participate in the Plan in the future, and the amounts of their awards, will be determined by the Compensation Committee subject to the restrictions outlined above. The amount of shares subject to these awards has not yet been determined. As no additional determinations have yet been made, it is not possible to state the terms of any individual awards which may be issued under the Plan or the names or positions of, or respective amounts payable or allocable to any participants in the Plan, other than as provided in this summary.

Certain Federal Income Tax Consequences

        The following discussion is a summary of certain U.S. federal income tax considerations that may be relevant to participants under the Plan. The discussion is for general informational purposes only and does not purport to address specific federal income tax considerations that may apply to a participant based on his or her particular circumstances, nor does it address state or local income tax or other considerations that may be relevant to a participant.

        Incentive Stock Options.    In general, neither the grant nor the exercise of an incentive stock option results in taxable income to an option holder or a deduction to the Company, although the exercise of an

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incentive stock option may result in the recognition of alternative minimum tax by the optionee. If the option holder holds the stock received upon exercise for at least two years from date of grant and one year after the date of exercise, then the gain realized on disposition of the stock is treated as a long-term capital gain, and the Company will not be entitled to a deduction. If, however, the shares are disposed of prior to the completion of this period (a "disqualifying disposition"), then the option holder will include as compensation income for the year of the disposition, an amount equal to the excess of the fair market value of the shares upon exercise over the exercise price of the option, or if less, the excess of the amount realized upon disposition over the exercise price. The Company will be entitled to a corresponding deduction at that time. Any proceeds in excess of the fair market value of the shares on the date of exercise will be treated as short-term or long-term capital gain, depending upon whether the shares have been held for more than one year. If the sales price is less than the exercise price of the option, this amount will be treated as a short-term or long-term capital loss, depending on whether the shares have been held for more than one year.

        Non-Statutory Stock Options.    A non-statutory stock option results in no taxable income to the option holder or deduction to the Company at the time it is granted. An option holder will recognize compensation income at the time a non-statutory stock option is exercised in an amount equal to the excess of the fair market value of the underlying shares on the exercise date over the exercise price. The Company will generally be entitled to a deduction for federal income tax purposes in the same amount as the amount included in compensation income by the option holder. Gain or loss on a subsequent sale or other disposition of the shares acquired upon the exercise of a non-statutory stock option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares, and will be short-term or long-term capital gain depending on whether the shares have been held for more than one year. The tax basis of the shares acquired upon the exercise of any non-statutory stock option will be equal to the sum of the exercise price and the amount included in income with respect to such option.

        Under the Plan, non-statutory options may, if permitted by the Committee, be exercised in whole or in part with shares of Common Stock held by the option holder. Such an exercise will be treated as a tax-free exchange of the shares of Common Stock surrendered for an equivalent number of shares of Common Stock received, and the equivalent number of shares will have a tax basis equal to the tax basis of the surrendered shares. Shares of Common Stock received in excess of the number of shares surrendered will have a tax basis of zero.

        Stock Appreciation Rights.    A recipient realizes no taxable income when an SAR is granted. Upon exercising an SAR, a recipient will realize ordinary income in an amount equal to the cash or value of the shares received. Generally, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon exercise of a SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise.

        Deferred Stock Units.    A participant who is granted a deferred stock unit will not recognize any compensation income upon grant. The participant will recognize compensation income equal to the amount of cash and the fair market value of the Common Stock delivered to the participant in settlement of the deferred stock units. Employee participants will generally recognize employment tax when the deferred stock unit vests, and prior to the settlement of the underlying shares. The Company will generally be entitled to a tax deduction in the year the deferred stock unit is settled in an amount equal to the compensation income recognized by the participant.

        Restricted Stock.    Restricted stock received pursuant to awards, including performance-based awards, will be considered subject to a substantial risk of forfeiture for federal income tax purposes. If a holder of restricted stock does not make the election described below, the holder realizes no taxable income upon the receipt of restricted stock and the Company is not entitled to a deduction at such time. When the forfeiture restrictions applicable to the restricted stock lapse, the holder will realize compensation income

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equal to the fair market value of the shares at that time, less any amount paid for the shares, and the Company will be entitled to a corresponding deduction. A holder's tax basis in restricted stock will be equal to the fair market value when the forfeiture restrictions lapse, and the holding period for such shares will begin at that time. Upon a subsequent sale of the shares, the holder will realize short-term or long-term gain or loss, depending on whether the shares have been held for more than one year at the time of sale. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the holder's tax basis in the shares.

        Individuals receiving shares of restricted stock may make an election under Section 83(b) of the Code with respect to the shares. By making a Section 83(b) election, the restricted stock holder elects to realize compensation income with respect to the shares when the restricted stock is granted rather than at the time the forfeiture restrictions lapse. The amount of such compensation income will be equal to the fair market value of the shares when the holder receives them (valued without taking the restrictions into account), less any amount paid for the shares, and the Company will be entitled to a corresponding deduction at that time. By making a Section 83(b) election, the holder will realize no additional compensation income with respect to the shares when the forfeiture restrictions lapse, and will instead recognize gain or loss with respect to the shares when they are sold. The holder's tax basis in the shares with respect to which a Section 83(b) election is made will be equal to their fair market value when received by the holder, and the holding period for such shares begins at that time. If, however, the shares are subsequently forfeited, the holder will not be entitled to claim a loss with respect to the shares to the extent of the income realized by the holder upon the making of the Section 83(b) election. To make a Section 83(b) election, a holder must file an appropriate form of election with the Internal Revenue Service and with the Company, each within 30 days after shares of restricted stock are received, and the holder must also attach a copy of his or her election to his or her federal income tax return for the year in which the shares are received.

        Restricted Stock Units.    A participant who is granted a restricted stock unit will not recognize any compensation income upon grant. The participant will recognize compensation income equal to the amount of cash and the fair market value of the Common Stock delivered to the participant in settlement of the restricted stock units. The Company will generally be entitled to a tax deduction in the year the restricted stock unit is settled in an amount equal to the compensation income recognized by the participant.

        Cash Payments.    A participant will recognize compensation income upon receipt of any cash pursuant to any award. The Company will generally be entitled to a tax deduction for the payment in an amount equal to the compensation income recognized by the participant.

        Withholding.    The Company is entitled to deduct from the payment of any award all applicable income and employment taxes required by federal state or local law to be withheld, or to take such other action as the Committee may deem advisable to enable the Company or any subsidiary and participants to satisfy tax obligations relating to any award.

        Section 162(m) Limitations.    Section 162(m) of the Code limits the deductibility of compensation paid to certain executive officers, unless the compensation is "performance-based compensation" and meets certain other requirements outlined in Code Section 162(m) and related regulations. Under the Plan, the Compensation Committee may in its discretion grant awards that are intended to qualify as performance-based compensation.

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Historical 2005 Stock Incentive Plan Grants

 
  Year ended December 31,  
 
  2009   2008   2007  

Stock Options

    425,000     435,000     603,000  

Service-Based Vesting Deferred Sock Units

    212,300     194,800     550,000  

Performance-Based Vesting Restricted Stock(1)

    75,000     75,000     0  

Weighted Average Common Shares Outstanding

    51,656,000     48,555,000     47,203,000  

(1)
In 2007, a total of 225,000 performance-based vesting restricted shares were granted to Mr. Dunkerley. One-third (75,000 shares) of this performance-based award vests on the first, second and third anniversaries of the grant (i.e., in 2008, 2009 and 2010) only if the Company's stock price is equal to or exceeds $6.50 over any 20-day consecutive period during such year. As indicated in the table above, one-third of this award (75,000 shares) vested in 2008; one-third (75,000 shares) vested in 2009; and vesting of the remaining one-third (75,000 shares) will be determined based on share-price performance in 2010.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE AMENDMENTS TO AND THE MATERIAL TERMS OF THE PLAN AS DESCRIBED ABOVE.


OTHER MATTERS

        We know of no other matters to come before the Annual Meeting other than those stated in the Notice of the Annual Meeting. To date, we have not received any stockholder proposals. However, if any other matters are properly presented to the stockholders for action, it is the intention of the proxyholders named in the enclosed proxy to vote in their discretion on all matters on which the shares represented by such proxy are entitled to vote.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Such persons are also required to provide us with copies of all such reports filed with the SEC. Based solely upon the information supplied to us by these persons, we are required to report any known failure to file these reports within the specified period. To our knowledge, based solely upon a review of the Section 16(a) reports furnished to us and the written representations of these reporting persons, these persons complied with all filing requirements in a timely fashion for fiscal year 2009, with the following noted exception. A late Form 4 was filed for Mark B. Dunkerley on March 15, 2010 to report four transactions relating to (i) shares of common stock retained by Hawaiian for tax withholding purposes in connection with the distribution of shares pursuant to vesting of restricted stock on November 9, 2008 and November 9, 2009, (ii) shares of common stock distributed to Mr. Dunkerley on February 8, 2010 in connection with the vesting of deferred stock units, and (iii) shares of common stock retained by Hawaiian for tax withholding purposes in connection with the distribution of shares on February 8, 2010 pursuant to vesting of deferred stock units.


STOCKHOLDER PROPOSALS

        Stockholders who, in accordance with SEC Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year's Annual Meeting Proxy Statement must submit their proposals so that they are received at our principal executive offices no later than the close of

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business on December 17, 2010. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.

        In order to be properly brought before the 2011 Annual Meeting, a stockholder's notice of a matter the stockholder wishes to present (other than a matter brought pursuant to SEC Rule 14a-8), or the person or persons the stockholder wishes to nominate as a director, must be delivered to the Secretary of the Company at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the 2010 Annual Meeting. As a result, any notice given by a stockholder pursuant to these provisions of our Amended By-Laws (and not pursuant to the SEC Rule 14a-8) must be received no later than the close of business on February 25, 2011, and no earlier than the close of business on January 26, 2011, unless our annual meeting date occurs more than 30 days before or more than 70 days after May 26, 2011. In that case, we must receive proposals not earlier than the close of business on the 120th day prior to the date of the annual meeting and not later than the close of business on the later of the 90th day prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Company.

        To be in proper form, a stockholder's notice must include the specified information concerning the proposal or nominee as described in our Amended By-Laws. A stockholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Amended Bylaw and SEC requirements. We will not consider any proposal or nomination that does not meet the Amended Bylaw and SEC requirements for submitting a proposal or nomination.


ANNUAL REPORT

        Together with this Proxy Statement, we are mailing the 2009 Annual Report to Stockholders which includes financial statements for the year ended December 31, 2009, as well as other information about our activities. The 2009 Annual Report to Stockholders is not incorporated into this Proxy Statement and is not to be considered a part of these proxy soliciting materials.

        A COPY OF THE FORM 10-K ANNUAL REPORT (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 2009, WHICH WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE TO ANY STOCKHOLDER UPON WRITTEN REQUEST, WITHOUT CHARGE. THE REQUEST SHOULD BE DIRECTED TO HAWAIIAN HOLDINGS, INC., ATTENTION: HOYT H. ZIA, 3375 KOAPAKA STREET, SUITE G-350, HONOLULU, HI 96819.

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HAWAIIAN HOLDINGS, INC.
2005 STOCK INCENTIVE PLAN

As amended and restated effective May 26, 2010

Section 1.    Purpose of the Plan

        The purpose of the 2005 Stock Incentive Plan (the "Plan") is to further the interests of Hawaiian Holdings, Inc. (the "Company") and its stockholders by providing long-term performance incentives to those employees, Non-Employee Directors, contractors and consultants of the Company and its Subsidiaries who are largely responsible for the management, growth and protection of the business of the Company and its Subsidiaries.

Section 2.    Definitions

        For purposes of the Plan, the following terms shall be defined as set forth below:

        (a)   "Award" means any Option, SAR, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit and other Stock-Based Awards, or other cash payments granted to a Participant under the Plan.

        (b)   "Award Agreement" shall mean the written or electronic agreement, instrument or document evidencing an Award.

        (c)   "Change of Control" means a (i) Change in Ownership of the Company, (ii) Change in Effective Control of the Company, or (iii) Change in Ownership of a Substantial Portion of the Company's Assets, each as defined below; provided, however, that a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A and the final Treasury Regulations thereunder.

        A "Change in Ownership of the Company" occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided, however, that if any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock of the Company by the same person or persons is not considered to cause a Change in Ownership of the Company (or to cause a Change in Effective Control of the Company). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of a Change in Ownership of the Company.

        A "Change in Effective Control of the Company" occurs on the date that (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing forty percent (40%) or more of the total voting power of the stock of the Company, or (ii) a majority of members of the Company's Board of Directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or election; provided, however, that if any one person, or more than one person acting as a group, is considered to effectively control the Company, the acquisition of additional control of the Company by the same person or persons is not considered to cause a Change in Effective Control of the Company (or to cause a Change in Ownership of the Company).

        A "Change in Ownership of a Substantial Portion of the Company's Assets" occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets

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from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, "gross fair market value" means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. However, a transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to any of the following: (i) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, if fifty percent (50%) or more of the total value or voting power of the entity is owned, directly or indirectly, by the Company; (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company.

        For purposes of this Section 2(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the Company at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

        (d)   "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        (e)   "Committee" means the Compensation Committee of the Board.

        (f)    "Deferred Stock Unit" means an Award that shall be valued in reference to the market value of a share of Stock (plus any distributions on such Stock that shall be deemed to be re-invested when made) and may be payable in cash or Stock at a specified date as elected by a Participant or as specified by the Company.

        (g)   "Discretionary Director Awards" shall have the meaning specified in the Section 6 hereof.

        (h)   "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

        (i)    "Fair Market Value" means, with respect to Stock, (i) the closing price per share of the Stock on the principal exchange on which the Stock is then trading, if any, on such date, or, if the Stock was not traded on such date, then on the next preceding trading day during which a sale occurred; or (ii) if the Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, the last sales price on the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market; or (iii) if the Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and ask prices for the Stock on such date as determined in good faith by the Committee; or (iv) if the provisions of clauses (i), (ii) and (iii) shall not be applicable, the fair market value established by the Committee acting in good faith. With respect to Awards or other property, "Fair Market Value" means the fair market value of such Awards or other property established by the Committee acting in good faith.

        (j)    "Full Value Award" shall mean a grant of Restricted Stock, a Restricted Stock Unit and other Stock-Based Awards (but not Options or SARs) hereunder.

        (k)   "ISO" means any Option designated as an incentive stock option within the meaning of Section 422 of the Code.

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        (l)    "Non-Employee Director" means a member of the Board of Directors of the Company who is not an employee of the Company or any Subsidiary of the Company.

        (m)  "Option" means a right granted to a Participant pursuant to Sections 6(d) or 6(e) to purchase Stock at a specified price during specified time periods. An Option granted to a Participant pursuant to Section 6(d) may be either an ISO or a nonstatutory Option (an Option not designated as an ISO), but an Option granted pursuant to Section 6(e) to an individual who is not an employee of the Company may not be an ISO.

        (n)   "Participant" shall have the meaning specified in Section 3 hereof.

        (o)   "Performance Goal" means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the performance measures for any performance period will be any one or more of the following objective performance criteria, applied to either the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment, and measured either on an absolute basis, a per share basis or relative to a pre-established target, to a previous period's results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with United States Generally Accepted Accounting Principles ("GAAP"), in accordance with accounting principles established by the International Accounting Standards Board ("IASB Principles") or which may be adjusted when established to exclude any items otherwise includable under GAAP or under IASB Principles: (i) cash flow (including operating cash flow or free cash flow), (ii) revenue (on an absolute basis or adjusted for currency effects), (iii) gross margin, (iv) operating expenses or operating expenses as a percentage of revenue, (v) earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings or EBITDA), (vi) earnings per share, (vii) stock price, (viii) return on equity, (ix) total stockholder return, (x) growth in stockholder value relative to the moving average of the S&P 500 Index, or another index, (xi) return on capital, (xii) return on assets or net assets, (xiii) return on investment, (xiv) economic value added, (xv) operating income or net operating income, (xvi) operating margin, (xvii) market share, (xviii) overhead or other expense reduction, (xix) credit rating, (xx) objective customer indicators, (xxi) improvements in productivity, (xxii) attainment of objective operating goals, (xxiii) objective employee metrics, (xxiv) return ratios (xxv) objective qualitative milestones, or (xxvi) other objective financial or other metrics relating to the progress of the Company or to a Subsidiary, division or department thereof.

        (p)   "Performance Cycle" means the period selected by the Committee during which the performance of the Company or any Subsidiary, or any department or division thereof, or any individual is measured for the purpose of determining the extent to which a Performance Goal has been achieved.

        (q)   "Restricted Stock" means Stock awarded to a Participant pursuant to Section 6(g) that may be subject to certain restrictions and to a risk of forfeiture.

        (r)   "Restricted Stock Unit" means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, awarded to a Participant pursuant to Section 6(h). Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

        (s)   "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3 as in effect from time to time.

        (t)    "SAR" or "Stock Appreciation Right" means the right granted to a Participant pursuant to Section 6(i) to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right, with payment to be made in cash, Stock or as specified in the Award, as determined by the Committee.

        (u)   "Share" means a share of Stock.

        (v)   "Stock" means the common stock, $0.01 par value, of the Company.

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        (w)  "Stock-Based Award" means a right that may be denominated or payable in, or valued in whole or in part by reference to, the market value of Stock, including but not limited to any Option, SAR, Restricted Stock, Restricted Stock Unit or Stock granted as a bonus or Awards in lieu of cash obligations.

        (x)   "Subsidiary" shall mean any corporation, partnership, joint venture or other business entity of which more than 50% of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.

Section 3.    Administration of the Plan

        The Plan shall be administered by the Committee. Any action of the Committee in administering the Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, their employees, Participants, consultants, contractors, persons claiming rights from or through Participants and stockholders of the Company.

        Subject to the provisions of the Plan, the Committee shall have full and final authority in its discretion (a) to select the employees, Non-Employee Directors, contractors and consultants who will receive Awards pursuant to the Plan ("Participants"), (b) to determine the type or types of Awards to be granted to each Participant, (c) to determine the number of shares of Stock to which an Award will relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, restrictions as to transferability or forfeiture, exercisability or settlement of an Award and waivers or accelerations thereof, and waivers of or modifications to performance conditions relating to an Award, based in each case on such considerations as the Committee shall determine) and all other matters to be determined in connection with an Award; (d) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Stock, other Awards or other property, or an Award may be canceled, forfeited, or surrendered; (e) to determine whether, and to certify that, Performance Goals to which the settlement of an Award is subject are satisfied; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan, and to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan; and (g) to make all other determinations as it may deem necessary or advisable for the administration of the Plan. The Committee may delegate to executive officers of the Company the authority, subject to such terms as the Committee shall determine, to exercise such authority and perform such functions, including, without limitation, the selection of Participants and the grant of Awards, as the Committee may determine, to the extent permitted under Rule 16b-3, Section 162(m) of the Code and applicable law; provided, however, that the Committee may not delegate the authority to grant Awards, perform such functions or make any determination affecting or relating to the executive officers or members of the Board of Directors of the Company.

Section 4.    Participation in the Plan

        Participants in the Plan shall be employees, Non-Employee Directors, contractors and consultants of the Company and its Subsidiaries; provided, however, that only persons who are employees of the Company or any subsidiary corporation (within the meaning of Section 424(f) of the Code) may be granted Options which are intended to qualify as ISOs.

Section 5.    Plan Limitations; Shares Subject to the Plan

        (a)   Subject to the provisions of Section 8 hereof, the aggregate number of Shares available for issuance as Awards under the Plan shall not exceed 15,300,000 Shares.

        (b)   No Award may be granted if the number of shares to which such Award relates, when added to the number of shares previously issued under the Plan and the number of shares which may then be acquired pursuant to other outstanding, unexercised Awards, exceeds the number of shares available for issuance pursuant to the Plan.

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        (c)   Any Shares subject to Options or SARs shall be counted against the numerical limits of Section 5(a) as one Share for every Share subject thereto. Any Shares subject to Restricted Stock, Restricted Stock Units, Deferred Stock Units or other Stock-Based Awards with a per share or unit purchase price lower than 100% of Fair Market Value on the date of grant shall be counted against the numerical limits of Section 5(a) as 1.37 Shares for every 1 Share subject thereto. To the extent that a Share that was subject to an Award that counted as 1.37 Shares against the Plan reserve pursuant to the preceding two sentences is recycled back into the Plan under the next paragraph of this Section, the Plan shall be credited with 1.37 Shares.

        (d)   If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Deferred Stock Units, or other Stock-Based Awards, is forfeited to or repurchased by the Company at its original purchase price due to such Award failing to vest, the unpurchased Shares (or for Awards other than Options and SARs, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Any Award settled for cash shall result in the Shares subject to such Award that were settled for cash becoming available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, when an SAR is exercised, the shares subject to a SAR grant agreement shall be counted against the numerical limits of Section 5(a) above, as one Share for every Share subject thereto, regardless of the number of shares used to settle the SAR upon exercise (i.e., shares withheld to satisfy the exercise price of an SAR shall not remain available for issuance under the Plan). Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan; provided, however, that if Shares of Restricted Stock, Restricted Stock Units, Deferred Stock Units or other Stock-Based Awards are repurchased by the Company at their original purchase price or are forfeited to the Company due to such Awards failing to vest, such Shares shall become available for future grant under the Plan. Shares used to pay the exercise price of an Option shall not become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations shall not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than stock, such cash payment shall not reduce the number of Shares available for issuance under the Plan. Shares issued under the Plan through the settlement, assumption or substitution of outstanding awards in connection with the acquisition of another entity shall reduce the maximum number of Shares available for issuance under the Plan in accordance with the rules set forth in Sections 5(c) and 5(d).

        (e)   Subject to adjustment as provided in Section 8, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 5(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 5(c) or 5(d).

        (f)    Subject to the provisions of Section 8(a) hereof, the following additional maximums are imposed under the Plan with respect to each fiscal year of the Company: (i) the maximum number of Shares that may be granted as Awards to any Participant in any fiscal year shall not exceed, in the case of any Stock-Based Awards, 1,500,000 Shares, and (ii) the maximum amount of cash or cash payments that may be granted as Awards to any Participant in any fiscal year shall not exceed $100,000.

Section 6.    Awards

        (a)    General.    Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 9(a)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of the termination of employment or other relationship with the Company or any Subsidiary by the Participant; provided, however, that the Committee shall retain full power to accelerate or waive any

68


such additional term or condition as it may have previously imposed. All Awards shall be evidenced by an Award Agreement.

        (b)    Full-Value Award Minimum Vesting Requirements.    Except as specified otherwise in Section 6(c), Full Value Awards that are scheduled to vest solely based on continued employment or service will vest in full no earlier (except if accelerated pursuant to a Change of Control or certain terminations of service thereafter) than the three (3) year anniversary of the grant date; provided, further, that if vesting is not solely based on continuing employment or service, they will vest in full no earlier (except if accelerated pursuant to a Change of Control or certain terminations of service thereafter) than the one (1) year anniversary of the grant date.

        (c)    Exception to Full-Value Award Minimum Vesting Requirements.    

        (d)    Options.    The Committee may grant Options to Participants on the following terms and conditions:

        (e)    Discretionary Director Awards.    The Committee is authorized to grant, in its discretion, annual Awards to each Non-Employee Director (such Awards, the "Discretionary Director Awards"). The amount, timing and terms of such Discretionary Director Awards shall be determined in the sole discretion of the Committee.

69


        (f)    Deferred Stock Units.    The Committee is authorized to award Deferred Stock Units to Participants in lieu of payment of a bonus or a cash payment or in lieu of another Stock-Based Award under such terms and conditions as the Committee shall determine. Settlement of any Deferred Stock Units shall be made in cash or shares of Stock, as specified in the Award Agreement. A Deferred Stock Unit shall constitute an unfunded promise to pay in the future, and shall be subject to the claims of the Company's general creditors.

        (g)    Restricted Stock.    The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

        (h)    Restricted Stock Units.    The Committee is authorized to grant Restricted Stock Units to Participants on the following terms and conditions:

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        (i)    Stock Appreciation Rights.    The Committee is authorized to grant SARs to Participants on the following terms and conditions:

        (j)    Cash Payments.    The Committee is authorized, subject to limitations under applicable law, to grant to Participants cash payments, whether awarded separately or as a supplement to any Stock-Based Award. The Committee shall determine the terms and conditions of such Awards.

        (k)    Other Stock-Based Awards.    The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Stock-Based Awards, in addition to those provided in Sections 6(d), (e), (f), (g), (h) and (i) hereof, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(k) shall be purchased for such consideration and paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine.

Section 7.    Additional Provisions Applicable to Awards

        (a)    No Repricing.    The exercise price for an Option or SAR may not be reduced without the consent of the Company's stockholders. This shall include, without limitation, a repricing of the Option or SAR as well as an Option or SAR exchange program whereby the Participant agrees to cancel an existing Option in exchange for an Option, SAR or other Award. If an Option or SAR is cancelled in the same fiscal year in which it was granted (other than in connection with a transaction described in Section 8), the cancelled Option or SAR as well as any replacement Option or SAR will be counted against the limits set forth in section 5(f) above. Moreover, if the exercise price of an Option or SAR is reduced, the transaction will be treated as a cancellation of the Option or SAR and the grant of a new Option or SAR.

        (b)    Performance Goals.    The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such Performance Goals as may be specified by the Committee.

        (c)    Term of Awards.    The term of each Award shall, except as provided herein, be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any Option or SAR exceed a period of seven years from the date of its grant; provided that in the case of any ISO, the term of the Option shall be such shorter period as may be applicable under Section 422 of the Code.

        (d)    Form of Payment.    Subject to the terms of the Plan and any applicable Award Agreement, payments or transfers to be made by the Company or a Subsidiary upon the grant or exercise of an Award

71



may be made in such forms as the Committee shall determine, including, without limitation, cash, Stock, other Awards, or other property. Subject to applicable law, the Committee may, whether at the time of grant or at any time thereafter prior to payment or settlement, permit (subject to any conditions as the Committee may from time to time establish) a Participant to elect to defer receipt of all or any portion of any payment of cash or Stock that would otherwise be due to such Participant in payment or settlement of an Award under the Plan. (Such payments may include, without limitation, provisions for the payment or crediting of reasonable interest in respect of deferred payments credited in cash.) The Committee, in its discretion, may accelerate any payment or transfer upon a change of control as defined by the Committee. The Committee may also authorize payment upon the exercise of an Option by net issuance or other cashless exercise methods.

        (e)    Loan Provisions.    With the consent of the Committee, and subject at all times to laws and regulations and other binding obligations or provisions applicable to the Company, including but not limited to the Sarbanes-Oxley Act of 2002, the Company may make, guarantee, or arrange for a loan or loans to a Participant with respect to the exercise of any Option or other payment in connection with any Award, including the payment by a Participant of any or all federal, state, or local income or other taxes due in connection with any Award. Subject to such limitations, the Committee shall have full authority to decide whether to make a loan or loans hereunder and to determine the amount, terms, and provisions of any such loan or loans, including the interest rate to be charged in respect of any such loan or loans, whether the loan or loans are to be with or without recourse against the borrower, the terms on which the loan is to be repaid and the conditions, if any, under which the loan or loans may be forgiven.

        (f)    Awards to Comply with Section 162(m).    The Committee may (but is not required to) grant an Award pursuant to the Plan to a Participant that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code (a "Performance-Based Award"). The right to receive a Performance-Based Award, other than Options and SARs granted at not less than Fair Market Value, may vary from Participant to Participant and Performance-Based Award to Performance-Based Award, and shall be conditional upon the achievement of Performance Goals that have been established by the Committee in writing not later than the earlier of (i) 90 days after the beginning of the Performance Cycle and (ii) the date by which no more than 25% of a Performance Cycle has elapsed. Before any compensation pursuant to a Performance-Based Award (other than Options and SARs granted at not less than Fair Market Value) is paid, the Committee shall certify in writing that the Performance Goals applicable to the Performance-Based Award were in fact satisfied.

Section 8.    Adjustments upon Changes in Capitalization

        (a)   In the event that the Committee shall determine that any stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event, affects the Stock or the book value of the Company such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall equitably adjust any or all of (i) the number and kind of shares of Stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock issuable in respect of outstanding Awards, (iii) the aggregate number and kind of shares of Stock available under the Plan, (iv) the exercise price, grant price, or purchase price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award, and (v) the numerical annual limits applicable to Shares in section 5(f); provided, however, in each case, that no adjustment shall be made that would cause the Plan to violate Section 422(b)(1) of the Code with respect to ISOs or that would adversely affect the status of a Performance-Based Award as "performance-based compensation" under Section 162(m) of the Code, unless such adverse effect is intended by the Committee.

        (b)   In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards, including any Performance Goals, in recognition of unusual or

72



nonrecurring events (including, without limitation, events described in the preceding paragraph) affecting the Company or any Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles); provided, however, that no adjustment shall be made that would cause that would adversely affect the status of a Performance-Based Award as "performance-based compensation" under Section 162(m) of the Code, unless such adverse effect is intended by the Committee.

Section 9.    General Provisions

        (a)    Changes to the Plan and Awards.    The Board of Directors of the Company may amend, alter, suspend, discontinue, or terminate the Plan or the Committee's authority to grant Awards under the Plan without the consent of the Company's stockholders or Participants, except that any such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Company's stockholders within one year after such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to the stockholders for approval; provided, however, that without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted and any Award Agreement relating thereto. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, any Award theretofore granted and any Award Agreement relating thereto; provided, however, that without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination of any Award may materially and adversely affect the rights of such Participant under such Award.

        (b)    No Right to Award or Employment.    No employee, Non-Employee Director, contractor or consultant or other person shall have any claim or right to receive an Award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any Subsidiary or be viewed as requiring the Company or Subsidiary to continue the services of any contractor or consultant for any period. There is no obligation for uniformity of treatment among Participants. Except as set forth in Section 6(g)(iv), no Award shall confer on any Participant any of the rights of a stockholder of the Company unless and until Stock is duly issued or transferred to the Participant in accordance with the terms of the Award.

        (c)    Taxes.    The Company or any Subsidiary is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock or any payroll or other payment to a Participant amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant's tax obligations. Withholding of taxes in the form of shares of Stock with respect to any Award shall not occur at a rate that exceeds the minimum required statutory federal and state withholding rates.

        (d)    Limits on Transferability; Beneficiaries.    No Award or other right or interest of a Participant under the Plan shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participants to, any party, other than the Company or any Subsidiary, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant or his or her guardian or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide that Awards or other rights or interests of a Participant granted pursuant to the Plan (other than an ISO) be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only partners. The Committee may attach to such

73



transferability feature such terms and conditions as it deems advisable. In addition, a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercise the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.

        (e)    Securities Law Requirements.    

        (f)    Termination.    Unless the Plan shall theretofore have been terminated, the Plan shall terminate on February 11, 2020, and no Awards under the Plan shall thereafter be granted.

        (g)    Fractional Shares.    The Company will not be required to issue any fractional common shares pursuant to the Plan. The Committee may provide for the elimination of fractions and for the settlement of fractions in cash, or may round down amounts payable to the nearest whole Share.

        (h)    Discretion.    In exercising, or declining to exercise, any grant of authority or discretion hereunder, the Committee may consider or ignore such factors or circumstances and may accord such weight to such factors and circumstances as the Committee alone and in its sole judgment deems appropriate and without regard to the effect such exercise, or declining to exercise such grant of authority or discretion, would have upon the affected Participant, any other Participant, any employee, the Company, any Subsidiary, any stockholder or any other person.

        (i)    Adoption of the Plan and Effective Date.    The amended and restated Plan shall be adopted by the Board of Directors of the Company and shall be effective as of the date of Stockholder approval in 2010.

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PROXY

HAWAIIAN HOLDINGS, INC.
3375 KOAPAKA STREET, SUITE G-350
HONOLULU, HI 96819
(808) 835-3700


PROXY—ANNUAL MEETING OF STOCKHOLDERS—WEDNESDAY, MAY 26, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned hereby appoints Lawrence S. Hershfield, Mark B. Dunkerley, Peter R. Ingram and Hoyt H. Zia as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all the shares of common stock and special preferred stock of Hawaiian Holdings, Inc. held of record by the undersigned on April 7, 2010 at the Annual Meeting of Stockholders to be held on Wednesday, May 26, 2010 or at any adjournment thereof.

    BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
Address Change/Comments
(Mark the corresponding box on the reverse side)
   
     

 
   

(Continued and to be marked, dated and signed, on the other side)

FOLD AND DETACH HERE

Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The Proxy Statement and the 2010 Annual Report to Stockholders are available at: http://investors.hawaiianairlines.com/phoenix.zhtml?c=82818&p=proxy


THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO VOTE IS INDICATED HEREIN, THIS PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS DESCRIBED HEREIN AND IN ACCORDANCE WITH THE PROXIES' BEST JUDGMENT UPON OTHER MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.

    Please mark your
votes as indicated
in this example
  ý

 
   
   
  FOR
ALL

  WITHHOLD
FOR ALL

  *EXCEPTIONS
1.   ELECTION OF DIRECTORS. The election of eight directors to serve for a one year term, each until his or her successor is duly elected and qualified.   o   o   o
    01 Gregory S. Anderson
02 L. Todd Budge
03 Donald J. Carty
04 Mark B. Dunkerley
  05 Lawrence S. Hershfield
06 Randall L. Jenson
07 Bert T. Kobayashi, Jr.
08 Crystal K. Rose
           

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box above and write that nominee's name in the space provided below.)

 

 

 

 

 

 
*Exceptions                
                     
                     

 
           
 
   
   
  FOR
  AGAINST
  ABSTAIN
2.   RATIFICATION OF AUDITORS. To ratify Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010.   o   o   o
                     
                     

 
           
 
   
   
  FOR
  AGAINST
  ABSTAIN
3.   AMENDMENT OF THE COMPANY'S 2005 STOCK INCENTIVE PLAN. To approve (i) the addition of 7,300,000 shares of common stock to the Company's 2005 Stock Incentive Plan, (ii) the addition of a "fungible share" provision whereby each full-value award issued under the 2005 Stock Incentive Plan results in a debit of 1.37 shares from the approved share pool, (iii) the extension of the 2005 Stock Incentive Plan term from April 27, 2015 to February 11, 2020, and (iv) the material terms of the 2005 Stock Incentive Plan for purposes of complying with Internal Revenue Code Section 162(m).   o   o   o

OWNERSHIP QUESTIONNAIRE

Please mark ONE box ONLY indicating if stock owned of record or beneficially by you is owned or controlled by persons who are U.S. Citizens or non U.S. Citizens


(See reverse side of this card for additional information.)
Please check if owner of record is a U.S. Citizen o
Please check if owner of record is NOT a U.S. Citizen o

A box must be checked in order for this card to be considered valid.
Mark Here for Address Change or Comments
SEE REVERSE o

Signature       Signature       Date    
   
 
     
 
     
 

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

FOLD AND DETACH HERE
OWNERSHIP QUESTIONNAIRE
(Please check one box above regarding citizenship)

In order to vote your shares in Hawaiian Holdings, Inc., you must certify your citizenship.

The Federal Transportation Act requires that U.S. air carriers like Hawaiian Airlines, the wholly owned subsidiary of Hawaiian Holdings, Inc., be owned and controlled by U.S. citizens. 49 U.S.C. ss.ss. 40102(a)(15), 41102.

To assure that Hawaiian Airlines complies with this requirement, you must complete the following certification regarding the citizenship of the owner of the shares in Hawaiian Holdings, Inc.

The owner of the shares is a "citizen of the United States" as defined by the Transportation Act if the owner is any ONE of the following:

WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING.
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting are available through 11:59 PM Eastern Time
the day prior to the shareholder meeting date.
HAWAIIAN HOLDINGS, INC.
INTERNET
http://www.proxyvoting.com/ha

Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
OR
TELEPHONE
1-866-540-5760

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.




QuickLinks

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
HAWAIIAN HOLDINGS, INC. 3375 Koapaka Street, Suite G-350 Honolulu, HI 96819 (808) 835-3700
PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To Be Held Wednesday, May 26, 2010
GENERAL INFORMATION
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
Supplemental Director Compensation Table—Outstanding Stock Awards
Supplemental Director Compensation Table—Outstanding Options
PROPOSAL NO. 1: ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION Compensation Discussion and Analysis
Corporate Financial Performance Goals
Corporate Non-Financial Performance Goals
Compensation Committee Report
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards At Fiscal Year-End
Option Exercises and Stock Vested
Nonqualified Deferred Compensation
Potential Payments Upon Termination or Change-in-Control
Compensation Committee Interlocks and Insider Participation
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLAN INFORMATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
REPORT OF THE AUDIT COMMITTEE
PROPOSAL 2: RATIFICATION OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010
PROPOSAL NO. 3: APPROVAL OF CERTAIN AMENDMENTS TO AND MATERIAL TERMS OF 2005 STOCK INCENTIVE PLAN
Historical 2005 Stock Incentive Plan Grants
OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
STOCKHOLDER PROPOSALS
ANNUAL REPORT
HAWAIIAN HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN
As amended and restated effective May 26, 2010
PROXY—ANNUAL MEETING OF STOCKHOLDERS—WEDNESDAY, MAY 26, 2010 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS