MIDWEST EXPRESS HOLDINGS INC
1995 STOCK PLAN - MIDWEST EXPRESS HOLDINGS
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>3
<FILENAME>sdc102b.txt
<DESCRIPTION>1995 STOCK PLAN - MIDWEST EXPRESS HOLDINGS
<TEXT>
                                                                   Exhibit 10.14

                         MIDWEST EXPRESS HOLDINGS, INC.
                                 1995 STOCK PLAN
                              FOR OUTSIDE DIRECTORS
                     (as amended through February 20, 2002)


1.   Establishment. MIDWEST EXPRESS HOLDINGS, INC. (the "Company") hereby
     establishes a plan for the members of its Board of Directors who are not
     officers or employees of (i) the Company, (ii) any of its subsidiaries or
     (iii) any 10% or greater stockholder of the Company ("Outside Directors"),
     as described herein, which shall be known as the MIDWEST EXPRESS HOLDINGS,
     INC. 1995 STOCK PLAN FOR OUTSIDE DIRECTORS (the "Plan").

2.   Purpose. The purpose of the Plan is to advance the Company's growth and
     success, and to advance its interests by attracting and retaining
     well-qualified Outside Directors upon whose judgment the Company is largely
     dependent for the successful conduct of its operations and by providing
     such individuals with incentives to put forth maximum efforts for the
     long-term success of the Company's business.

3.   Effective Date of the Plan. The effective date of the Plan (the "Effective
     Date") is the date of its approval by the stockholders of the Company.

4.   Stock Subject to the Plan. Subject to adjustment in accordance with the
     provisions of paragraph 10, the total number of shares of common stock of
     the Company ("Common Stock"), available for awards during the term of this
     Plan shall be 49,883 shares. Shares of Common Stock to be delivered under
     the Plan shall be made available from presently authorized but unissued
     Common Stock or authorized and issued shares of Common Stock reacquired and
     held as treasury shares, or a combination thereof. In no event shall the
     Company be required to issue fractional shares of Common Stock under the
     Plan. Whenever under the terms of the Plan a fractional share of Common
     Stock would otherwise be required to be issued, there shall be paid in lieu
     thereof one full share of Common Stock.

5.   Administration.

     (a)  The Plan shall be administered by the Board Affairs and Nominating
          Committee (the "Committee") of the Board of Directors consisting of
          not less than three members of the Board of Directors appointed from
          time to time by the Board of Directors.

     (b)  Subject to the express provisions of the Plan, the Committee shall
          have authority to interpret the Plan, to the extent provided by law.

     (c)  Neither the Committee nor any member thereof shall be liable for any
          act, omission, interpretation, construction or determination made in
          connection with the Plan in good faith, and the members of the
          Committee shall be entitled to indemnification and reimbursement by
          the Company in respect of any claim, loss, damage or expense
          (including attorneys' fees) arising therefrom to the full extent
          permitted by law and under any directors' and officers' liability
          insurance that may be in effect from time to time.

     (d)  A majority of the Committee shall constitute a quorum, and the acts of
          a majority of the members present at any meeting at which a quorum is
          present, or acts approved in writing by a majority of the Committee
          without a meeting, shall be the acts of the Committee.

6.   Automatic Grants of Common Stock. Each Outside Director shall be granted
     Common Stock as follows:

     (a)  Annual Meeting. Subject to paragraph 8, on the date of the Company's
          first annual meeting of stockholders, and thereafter on the date of
          each succeeding annual meeting of the stockholders of the Company
          ("Grant Date"), an Outside Director, if re-elected or retained as an
          Outside Director at such meeting, shall be granted 775 shares of
          Common Stock as an annual retainer fee (an "Annual Grant").

     (b)  Interim Election. Outside Directors elected between Grant Dates shall
          be granted a proportionate share of the Annual Grant at the time of
          their election.

7.   Elective Grant.

     (a)  Share Election. Subject to paragraph 8, each Outside Director may
          elect (a "Share Election") to receive all or any portion of his
          committee and meeting fees earned in each calendar year for services
          on the Board of Directors, exclusive of the annual retainer fee (the
          "Other Fees"), in the form of Common Stock. A Share Election, or a
          modification or revocation of a Share Election by a subsequent Share
          Election, (i) must be in writing and delivered to the Secretary of the
          Company, (ii) shall be effective with respect to Other Fees earned
          commencing on the date the Secretary of the Company receives the Share
          Election and (iii) shall remain in effect unless modified or revoked
          by a subsequent Share Election in accordance with the provisions
          hereof.

     (b)  Transfer of Shares. Shares of Common Stock issuable to an Outside
          Director with respect to a Share Election shall be transferred to such
          Outside Director effective as of the last business day of the month in
          which the Other Fees are earned. The total number of shares of Common
          Stock to be so transferred shall be determined by dividing the amount
          of Other Fees for the applicable month by the fair market value of a
          share of Common Stock on the last business day of such month. For
          purposes of this Plan, "fair market value" shall mean the closing sale
          price of a share of Common Stock on the New York Stock Exchange on the
          date for determining fair market value (or if no sale took place on
          such exchange on such date, then on the most recent preceding date on
          which a sale took place).

8.   Deferral Election.

     (a)  Deferral Election. Each Outside Director may elect (a "Deferral
          Election") to defer receiving all or any portion of the shares of
          Common Stock that would otherwise be transferred pursuant to paragraph
          6 or paragraph 7, or any of his or her Other Fees that would otherwise
          be payable in cash. A Deferral Election, or a modification or
          revocation of a Deferral Election by a subsequent Deferral Election
          must be in writing and delivered to the Secretary of the Company and
          shall be effective (i) with respect to Other Fees payable on or after
          the first day of the month that is coincident with or following the
          date the election is delivered and (ii) with respect to any Annual
          Grant payable on or after the first day of the calendar year that is
          after the date the election is delivered, except that (A) a Deferral
          Election made at any time until the date 30 days after the
          shareholders of the Company approve the Plan shall be effective with
          respect to the Annual Grant and/or Other Fees payable at any time on
          or after the date shareholders approve the Plan and (B) any Director
          who becomes an Outside director subsequent to January 1 of a calendar
          year may deliver a Deferral Election during the 30-day period
          immediately following the date the Director becomes an Outside
          Director that is effective with respect to the Annual Grant and/or
          Other Fees payable at any time on or after the date the Director
          becomes an Outside Director. A Deferral Election once made shall
          remain in effect unless modified or revoked by a subsequent Deferral
          Election in accordance with the provisions hereof.

     (b)  Accounts. An Outside Director who makes a Deferral Election with
          respect to a Share Election or an Annual Grant shall have the number
          of deferred shares of Common Stock (including fractions of a share)
          credited to a "Share Account" for the Outside Director in the form of
          "Share Units." An Outside Director who makes a Deferral Election with
          respect to Other Fees that are not subject to a Share Election shall
          have the amount of deferred Other Fees credited to a "Cash Account"
          for the Outside Director. Collectively, the amounts deferred in an
          Outside Director's Share Account and Cash Account shall hereafter be
          referred to as the "Deferred Amounts."

     (c)  Cash Dividends and Share Accounts. Whenever cash dividends are paid by
          the Company on outstanding Common Stock, on the payment date therefor
          there shall be credited to the Outside Director's Share Account a
          number of additional Share Units equal to (i) the aggregate dividend
          that would be payable on outstanding shares of Common Stock equal to
          the number of Share Units credited to such Share Account on the record
          date for the dividend, divided by (ii) the fair market value of a
          share of Common Stock on the last trading business day immediately
          preceding the date of payment of the dividend.

     (d)  Cash Accounts. At the election of an Outside Director, a Director's
          Cash Account shall be (i) credited with interest at an annual rate
          equal to the sum of the daily interest earned at a rate equal to the
          yield from time to time on U.S. Treasury obligations maturing in seven
          years as reported in The Wall Street Journal (Midwest Edition) and
          compounded monthly, or such other rate specified by the Committee, or
          (ii) credited or debited with the annual investment returns relating
          to such investment vehicle or vehicles as may be made available by the
          Committee from time to time, if any, and selected by the Outside
          Director, or such combination of (i) and (ii) as the Outside Director
          designates by written notice to the Secretary of the Company.

     (e)  Distributions. Subject to subsection (k), an Outside Director's
          Deferred Amounts shall become payable as soon as practicable following
          the earliest of (i) the date irrevocably selected by the Outside
          Director in his or her Deferral Election, (ii) the Outside Director's
          death or (iii) the Outside Director's total and permanent disability,
          as determined by the Committee.

     (f)  Form of Payments. All payments from a Share Account shall be made in
          shares of Common Stock by converting Share Units into Common Stock on
          a one-for-one basis. All payments from a Cash Account shall be made in
          cash.

     (g)  Manner of Payments. Subject to subsection (k), in his or her Deferral
          Election, each Outside Director shall elect to receive payment of his
          or her Deferred Amounts either in a lump sum or in two to fifteen
          substantially equal annual installments. In the event of an Outside
          Director's death, payment of the remaining portion of the Director's
          Deferred Amounts will be made to the director's beneficiary in a lump
          sum as soon as practicable following the director's death.

     (h)  Hardship Distribution. Notwithstanding any Deferral Election, in the
          event of severe financial hardship to an Outside Director resulting
          from a sudden and unexpected illness, accident or disability of the
          Outside Director or other similar extraordinary and unforeseeable
          circumstances arising as a result of events beyond the control of the
          Outside Director, all as determined by the Committee, an Outside
          Director may withdraw a portion of the Share Units in his or her Share
          Account and/or cash in his or her Cash Account by providing written
          notice to the Secretary of the Company. Withdrawals of amounts shall
          only be permitted to the extent reasonably necessary to meet the
          emergency need due to the severe financial hardship.

     (i)  Designation of Beneficiary. Each Outside Director or former Outside
          Director entitled to payment of Deferred Amounts hereunder from time
          to time may designate any beneficiary or beneficiaries (who may be
          designated concurrently, contingently, or successively) to whom any
          such Deferred Amounts are to be paid in case of the Outside Director's
          death before receipt of any or all of such Deferred Amounts. Any
          designation will revoke all prior designations by the Outside Director
          or former Outside Director, shall be in a form prescribed by the
          Company and will be effective only when filed by the Outside Director
          or former Outside Director, during his or her lifetime, in writing
          with the Secretary of the Company. References in this Plan to a
          director's "beneficiary" at any date shall include such persons
          designated as concurrent beneficiaries on the director's beneficiary
          designation form then in effect. In the absence of any such
          designation, any balance remaining in an Outside Director's or former
          Outside Director's Share Account and/or Cash Account at the time of
          the director's death shall be paid to such director's estate in a lump
          sum.

     (j)  No Account Transfers. An Outside Director may not transfer or convert
          a Share Account to a Cash Account or vice versa.

     (k)  Changes With Respect to Distributions. With the consent of the
          Company, an Outside Director may (i) postpone the date on which
          Deferred Amounts are to become payable pursuant to subsection (e)(i)
          or (ii) change the manner in which the Deferred Amounts are to be paid
          pursuant to subsection (g), provided in each case that any such change
          is made prior to the calendar year in which such payments are to
          commence.

     (l)  No Assets. No stock, cash or other property will be deliverable to an
          Outside Director in respect of the Outside Director's Deferred Amounts
          until the date or dates identified pursuant to this Section 8, and all
          Deferred Amounts shall be reflected in one or more unfunded accounts
          established for the Outside Director by the Company, payment of the
          Company's obligation will be from general funds, and no special assets
          (stock, cash or otherwise) have been or will be set aside as security
          for this obligation.

     (m)  No Transfers. An Outside Director's rights to payments under this
          Section 8 are not subject in any manner to anticipation, alienation,
          sale, transfer, assignment, pledge, encumbrance, or garnishment by an
          Outside Director's creditors or the creditors of his or her
          beneficiaries, whether by operation of law or otherwise, and any
          attempted sale, transfer, assignment, pledge, or encumbrance with
          respect to such payment shall be null and void, and shall be without
          legal effect and shall not be recognized by the Company.

     (n)  Unsecured Creditor. The right of an Outside Director to receive
          payments under this Section 8 is that of a general, unsecured creditor
          of the Company, and the obligation of the Company to make payments
          constitutes a mere promise by the Company to pay such benefits in the
          future. Further, the arrangements contemplated by this Section 8 are
          intended to be unfunded for tax purposes and for purposes of Title I
          of ERISA.

9.   Termination of Service as Outside Director. In the event an Outside
     Director ceases to serve on the Board of Directors, all rights to receive
     Common Stock pursuant to paragraph 6 shall terminate immediately.

10.  Adjustment Provisions. In the event of any change in the shares of the
     Common Stock by reason of a declaration of a stock dividend (other than a
     stock dividend declared in lieu of an ordinary cash dividend), spin-off,
     merger, consolidation, recapitalization, or split-up, combination or
     exchange of shares, or otherwise, the aggregate number of shares available
     under this Plan, the amount of the Annual Grant and the number of Share
     Units credited to each Outside Director's Share Account shall be
     appropriately adjusted by the Committee, using the same standards and/or
     formulas as it uses in making adjustments under the Midwest Express
     Holdings, Inc. 1995 Stock Option Plan, but any such adjustment to the
     amount of the Annual Grant and/or the number of Share Units shall be only
     such as is necessary to maintain the proportionate interest of the Outside
     Director and preserve, without exceeding, the value reflected by the Annual
     Grant and the Outside Director's Share Account.

11.  Termination and Amendment of Plan. The Plan shall terminate on September
     27, 2005, unless sooner terminated as hereinafter provided. The Board of
     Directors may at any time terminate the Plan. The Board of Directors may
     amend the Plan as it shall deem advisable including (without limiting the
     generality of the foregoing) any amendments deemed by the Board of
     Directors to be necessary or advisable to assure conformity of the Plan
     with any requirements of state and federal laws or regulations now or
     hereafter in effect; provided, however, that (a) the Board of Directors may
     amend the provisions of paragraph 6 not more often than once in any six
     month period, (b) the Board of Directors may not, without further approval
     by the shareholders of the Company, make any modifications which, under
     Rule 16b-3, require such approval and (c) no amendment shall affect
     adversely any of the rights of any Outside Director, without such Outside
     Director's consent, under any election theretofore in effect under the
     Plan.

12.  Rights as a Stockholder. An Outside Director shall have no rights as a
     stockholder with respect to Common Stock granted under this Plan until the
     date of issuance of the stock certificate to him. Except as provided in
     paragraph 10, no adjustment will be made for dividends or other rights for
     which the record date is prior to the date such Common Stock is issued. The
     shares of Common Stock granted to each Outside Director prior to September
     18, 1996 are not transferable by the recipient for a period of six months
     after the Grant Date (or, for a director elected between Grant Dates, the
     date of the director's election), except in the event of the death or
     disability of the recipient. All certificates evidencing shares granted to
     an Outside Director shall bear an appropriate legend evidencing such
     transfer restrictions.

13.  Governing Law. The Plan, all awards hereunder, and all determinations made
     and actions taken pursuant to the Plan shall be governed by the internal
     laws of the state in which the Company is incorporated, to the extent not
     otherwise governed by the Internal Revenue Code or the laws of the United
     States.

14.  Unfunded Plan. This Plan shall be unfunded. No person shall have any rights
     greater than those of a general creditor of the Company.

15.  Withholding. The Company shall have the right to deduct from all amounts
     deferred pursuant to a Deferral Election and/or payments made under the
     Plan any federal, state, or local income taxes or FICA required to be
     withheld with respect to such compensation. Each Outside Director shall be
     entitled to irrevocably elect to have the Company withhold shares of Common
     Stock having an aggregate fair market value, as of the last trading
     business day immediately preceding the date such shares would otherwise be
     transferred hereunder, equal to the amount required to be withheld.

16.  Change of Control. Anything in this Plan to the contrary notwithstanding,
     upon the occurrence of a Change of Control (as such term is defined in the
     Midwest Express Holdings, Inc. 1995 Stock Option Plan): (a) all Share Units
     credited to any Outside Director's Share Account shall be converted into
     Common Stock and together with all Deferred Amounts credited to a Cash
     Account shall be transferred as soon as practicable in a lump sum to each
     Outside Director; and (b) any Annual Grant and/or Other Fees earned in
     respect of the calendar quarter in which the Change of Control occurs shall
     be paid in cash as soon as practicable.



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