AirTran Holdings (AAI)

16.4.7 Executive shall not be required to mitigate the amount of any payment provided in this Section 16, nor shall the amount of any payment be reduced by any compensation earned by the Executive as a result of employment by another employer or otherwise.

The Executive recognizes and understands that in performing the duties and responsibilities of his employment as is set forth in this Agreement and pursuant to his employment by the Company prior to the execution of this Agreement, the Executive has occupied and will occupy a position of trust and confidence, pursuant to which the Executive has developed and acquired and will develop and acquire knowledge of non-public information with respect the Company’s business (“Confidential Information”). It is the expressed intent and agreement of the Executive and the Company that such Confidential Information shall be used in the furtherance of the Company’s business interests. The Executive therefore agrees that during the twelve (12) calendar month period following his resignation as Chairman he will not accept employment with or serve as a paid or unpaid consultant to an air carrier in direct competition with the Company where such employment or engagement would require the disclosure of Confidential Information which would cause material harm to the Company, provided, however, the Executive may accept such employment or engagement which would not require the disclosure of Confidential Information.

In the event Executive is made, or threatened to be made a party to any legal action or proceeding, whether civil or criminal or administrative, by reason of the fact that Executive is, or was, a director or officer of the Company or serves or served any other Affiliate in any capacity at the request of the Company, Executive shall be indemnified by the Company, and the Company shall pay Executive’s related expenses when and as incurred, to the full extent permitted by law, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Company and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

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Company recognizes that because of Executive’s special talents and opportunities, in the event of Termination by the Company, other than for Cause, Company acknowledges and agrees that the provisions of this Agreement, regarding further payment of base salary, incentives, and vesting and exercisability of options and other benefits constitute fair and reasonable provisions for the consequences of such Termination, do not constitute a penalty, and such payments and benefits shall not be limited or reduced by amounts the Executive might earn or be able to earn from any other employment or ventures during the remaining period of the Agreement. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise.

This Agreement shall be binding upon and inure to the benefit of the Executive, his heirs, distributees and assigns, and the Company, its successors and assigns. Executive may not, without the expressed written consent of the Company, assign or pledge any rights or obligations hereunder to any person, firm or corporation. If the Executive should die while any amounts would still be payable to the Executive had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with this Agreement to the Executive’s estate, or to his Beneficiaries, if such beneficiary designation is so provided.

Except as required by law or with the consent of the Company or by laws of descent and distribution or permitted designation, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

Company shall require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall, at Executive’s election, be deemed a material breach of this Agreement. In such event, the Executive shall be entitled to compensation equal to the greater of the benefit payable pursuant to Section 15.5 or Section 16.4. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

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No term or condition of this Agreement shall be deemed to have been waived, nor there any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered and acknowledged or delivered by United States registered mail, return receipt requested, addressed, in the case of the Executive to the Executive at: Joseph B. Leonard at his then current primary residence, as the Company may, from time to time be notified, with a copy to Michael Gutt, Gutt Financial Management, 3414 Peachtree Rd., N.E., 103 Monarch Plaza, Atlanta, Georgia 30326, and in the case of the Company, to the attention to the Corporate Secretary of the Company at the principal executive offices of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon receipt.

15.4.7 Executive shall not be required to mitigate the amount of any payment provided in this Section 15, nor shall the amount of any payment be reduced by any compensation earned by the Executive as a result of employment by another employer or otherwise.

In the event Executive is made, or threatened to be made a party to any legal action or proceeding, whether civil or criminal or administrative, by reason of the fact that Executive is, or was, a director or officer of the Company or serves or served any other Affiliate in any capacity at the request of the Company, Executive shall be indemnified by the Company, and the Company shall pay Executive’s related expenses when and as incurred, to the full extent permitted by law, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Company and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

Company recognizes that because of Executive’s special talents and opportunities, in the event of Termination by the Company, other than for Cause, Company acknowledges and agrees that the provisions of this Agreement, regarding further payment of base salary, incentives, and vesting and exercisability of options and other benefits constitute fair and reasonable provisions for the consequences of such Termination, do not constitute a penalty, and such payments and benefits shall not be limited or reduced by amounts the Executive might earn or be able to earn from any other employment or ventures during the remaining period of the Agreement. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise.

This Agreement shall be binding upon and inure to the benefit of the Executive, his heirs, distributees and assigns, and the Company, its successors and assigns. Executive may not, without the expressed written consent of the Company, assign or pledge any rights or obligations hereunder to any person, firm or corporation. If the Executive should die while any amounts would still be payable to the Executive had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with this

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