





Exhibit 10.43
















August 4, 2004







Mr. Curt Sawyer

70 Grove Creek Place

Memphis, TN  38117




Dear Curt:




I am very pleased to offer you the position of Senior Vice President and Chief
Financial Officer for Midwest Airlines, reporting to me.  As we discussed, the
pertinent details of your offer are as follows:




●

A base salary of $16,667 per month ($200,000 annualized).

  

●

Participation in the company’s Annual Incentive Plan (AIP) as determined by the
Board of Directors of Midwest Air Group at its annual compensation meeting in
February of each year.  The AIP target bonus is 50% of the midpoint of the
salary range for this position.  The award is based upon several performance
factors and total company performance, prorated for the number of months worked
during the year.

    

In recognition of the financial uncertainties affecting the industry, and to
reinforce our commitment to having you join our team, we are offering you the
following schedule of minimum guaranteed AIP payouts for your first three years
of employment.




 

First Year

$75,000

75% of target

$37,500 payable within 30 days of hire

$37,500 payable in February 2005

 

Second Year

$50,000

50% of target

Payable in February 2006

 

Third Year

$25,000

25% of target

Payable in February 2007




●

An award of 20,000 stock options at a strike price determined by the market
price on your date of hire.  Going forward, you will be eligible to participate
in the Management Stock Option Plan [or relevant plan(s) as may be implemented],
as determined and awarded on an annual basis by the Board of Directors.

  

●

Relocation assistance as described in the enclosed packet to include movement of
household goods, temporary living and assistance in the sale of your home.  If
you sell your house on your own, we will reimburse you for realtor fees.  Or, if
you prefer, we can provide a third party relocation firm to purchase your house
based on the average of two appraisals.











--------------------------------------------------------------------------------







Mr. Curt Sawyer

August 4, 2004

Page 2




As an employee of Midwest Airlines, you will be eligible for a comprehensive
benefit program as part of your total compensation.  Included will be choices
involving medical, dental and vision plans; life, personal accident and
long-term disability, health care and dependent care spending accounts; plus
core benefits such as a 401K plan; a defined contribution retirement account
plan; paid holidays; and airline industry travel benefits including unlimited
space available travel privileges for you and your family on Midwest and Skyway
Airlines.




In addition to the regular Midwest Airlines employee benefits package described
above, there are these additional benefits approved for members of my Senior
Leadership Team:




●

Supplemental Executive Retirement Plan (SERP) allowing additional tax-deferred
contributions to retirement savings in excess of normal IRS limits.

  

●

Reimbursement for financial planning, accounting, tax preparation and associated
legal fees (annual fees for services, up to 5% of base salary).

  

●

Four weeks initial vacation eligibility.

  

●

Annual physical/wellness examination—reimbursement for fees not covered under
health insurance (voluntary, but strongly encouraged).




Because your position will involve access to confidential business information,
this offer is subject to the following:




●

Successful completion of a pre-employment background investigation.  This will
include criminal record, electronic finger printing, verification of education
and standard reference check.  We will also include a credit check due to the
specific financial responsibilities of your role.

  

●

Successfully passing a post-offer physical and drug test.

  

●

Verification that you have the legal right to work in the United States as
required by the Immigration Reform and Control Act of 1986.  This verification
is done on your first day of employment.




You will be expected to sign a payback agreement to reimburse Midwest Airlines
for a pro-rated portion of the AIP bonus guarantee and relocation expenses
incurred on behalf of your employment, should you voluntarily terminate prior to
September 1, 2006.




Curt, I am delighted to extend this offer to you and sincerely hope that you
will be joining us at Midwest Airlines.  We are confident that you will
contribute greatly to our continuing success, and that this position will be a
great opportunity for your career as well.  











--------------------------------------------------------------------------------







Mr. Curt Sawyer

August 4, 2004

Page 3




Feel free to contact me at 747-793-6710 if you have any questions.  Obviously,
we would appreciate a decision on this offer as soon as possible, but
specifically request that you let us know by end of day, Monday, August 9.  




We are all looking forward to a favorable response!




Sincerely,




/s/ Timothy E. Hoeksema




Timothy E. Hoeksema




cc:  

Christopher Stone, Human Resources

Robert Macdonald, Russell Reynolds










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