ex10-1.htm


    
      
         


      

      
         


        
          

        

      

      
        Exhibit
10.1

      

    


    


    ALASKA
AIR GROUP, INC.

    2008
PERFORMANCE INCENTIVE PLAN

    PERFORMANCE
STOCK UNIT AWARD AGREEMENT

     

    THIS PERFORMANCE STOCK UNIT AWARD
AGREEMENT (this “Agreement”) dated __________,
by and between ALASKA AIR
GROUP, INC., a Delaware corporation (the “Corporation”), and _____________  
(the “Participant”)
evidences the award of stock units (the “Award”) granted by the
Corporation to the Participant as to the number of stock units (the “Stock Units”) first set forth
below.

     

    
      	
              Number
      of Stock Units1:

            	 
      	
              Award
      Date:

            	 
      
	
              Performance
      Period:

            


    

    


    Vesting1  The
Award shall vest and become nonforfeitable as provided in Section 2 of the
attached Terms and Conditions of Performance Stock Unit Award (the “Terms”).

     

    The Award
is granted under the Alaska Air Group, Inc. 2008 Performance Incentive Plan (the
“Plan”) and subject to
the Terms attached to this Agreement (incorporated herein by this reference) and
to the Plan.  The Award has been granted to the Participant in
addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Participant.  Capitalized terms are
defined in the Plan if not defined herein.  The parties agree to the
terms of the Award set forth herein.  The Participant acknowledges
receipt of a copy of the Terms, the Plan and the Prospectus for the
Plan.

     

    


    
      	
              PARTICIPANT

            	
              ALASKA
      AIR GROUP, INC.

              a
      Delaware Corporation

               

            
	
              _________________________________________

            	
              By:
      _____________________________________

            
	 
      	
              William
      S. Ayer

              Chairman,
      President and CEO

               

            


    

    


    


    1
Subject to adjustment under Section 7.1 of the Plan.

     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    TERMS
AND CONDITIONS OF PERFORMANCE STOCK UNIT AWARD

    


    1.      Stock
Units.  As used herein, the term “stock unit” shall mean a
non-voting unit of measurement which is deemed for bookkeeping purposes to be
equivalent to one outstanding share of the Corporation’s Common Stock (subject
to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the
Plan and this Agreement.  The Stock Units shall be used solely as a
device for the determination of the payment to eventually be made to the
Participant if such Stock Units vest pursuant to this Agreement.  The
Stock Units shall not be treated as property or as a trust fund of any
kind.

     

    2.      Vesting.

     

    (a)      Performance-Based
Vesting.  Subject to Sections 2(b) and 7 below, the Award shall
vest and become nonforfeitable based on the achievement of the performance goals
established by the Administrator and set forth on Exhibit A attached hereto for
the Performance Period identified on the cover page of this
Agreement.  The number of Stock Units that vest and become payable
under this Agreement shall be determined based on the level of results or
achievement of targets for each of the Performance Goals as set forth in Exhibit
A.  Except as otherwise expressly provided in Exhibit A, in Section
2(b) and in Section 7(b), any Stock Units subject to the Award that do not vest
on or before the last day of the Performance Period pursuant to such provisions
shall terminate as of the last day of the Performance Period.

     

    (b)      Possible
Acceleration.  Notwithstanding any other provision herein or in
the Plan, the Award, to the extent then outstanding and not vested, shall become
fully vested if (i) the Participant’s employment with the Corporation is
terminated during the Performance Period by the Corporation without Cause or by
the Participant for Good Reason, and (ii) such termination occurs at any time
within the period commencing six (6) months before a Change of Control and
ending twenty-four (24) months after such Change of Control (and in either case
during the Performance Period).  (For these purposes, the terms
“Cause,” “Change of Control” and “Good Reason” shall have the meanings ascribed
to them in Exhibit B attached hereto.)  In the event that, upon the
occurrence of a Change of Control, the Participant is entitled to accelerated
vesting of the Award pursuant to this Section 2 in connection with a termination
of the Participant’s employment prior to such Change of Control, the Award, to
the extent it had not vested and was cancelled or otherwise terminated upon or
prior to the date of such Change of Control solely as a result of such
termination of employment, shall be reinstated (as though no such termination
had occurred) and shall automatically become fully vested as of the date of the
Change of Control (even if after the Performance Period but only if the
termination of employment occurred during the Performance Period).

     

    3.      Continuance
of Employment.  Except as expressly provided in Section 2(b)
and 7(b), the vesting schedule requires continued employment or service through
each applicable vesting date as a condition to the vesting of the applicable
installment of the Award and the rights and benefits under this
Agreement.  Employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Participant to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of employment or services as provided in Section
7(a) below or under the Plan.

     

    Nothing
contained in this Agreement or the Plan constitutes an employment or service
commitment by the Corporation, affects the Participant’s status as an employee
at will who is subject to termination without cause, confers upon the
Participant any right to remain employed by or in service to the Corporation,
interferes in any way with the right of the Corporation at any time to terminate
such employment or services, or affects the right of the Corporation to increase
or decrease the Participant’s

     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    other
compensation or benefits.  Nothing in this paragraph, however, is
intended to adversely affect any independent contractual right of the
Participant without his consent thereto.

     

    4.      Limitations
on Rights Associated with Units.  The Participant shall have no
rights as a stockholder of the Corporation, no dividend rights and no voting
rights, with respect to the Stock Units and any shares of Common Stock
underlying or issuable in respect of such Stock Units until such shares of
Common Stock are actually issued to and held of record by the
Participant.  No adjustments will be made for dividends or other
rights of a holder for which the record date is prior to the date of issuance of
the stock certificate.

     

    5.      Restrictions
on Transfer.  Neither the Award, nor any interest therein or
amount or shares payable in respect thereof may be sold, assigned, transferred,
pledged or otherwise disposed of, alienated or encumbered, either voluntarily or
involuntarily.  The transfer restrictions in the preceding sentence
shall not apply to (a) transfers to the Corporation, or (b) transfers by will or
the laws of descent and distribution.

     

    6.      Timing
and Manner of Payment of Stock Units.  On or as soon as
administratively practical following the date on which any Stock Units subject
to this Award vest pursuant to Section 2 or Section 7(b) (and in all events
within two and one-half months after such vesting event), the Corporation shall
deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by
entering such shares in book entry form, as determined by the
Corporation in its discretion) equal to the number of Stock Units
subject to this Award that vest on such date.  The Corporation’s obligation to deliver shares of Common Stock or otherwise make
payment with respect to vested Stock Units is subject to the condition precedent
that the Participant or other person entitled under the Plan to receive any
shares with respect to the vested Stock Units deliver to the
Corporation any representations or other documents or assurances that
the Administrator may deem necessary or desirable to assure compliance with all
applicable legal and accounting requirements.
The Participant shall have no further rights with respect to any
Stock Units that are paid or that terminate pursuant to Section
7.

    

    7.      Effect of
Termination of Employment.

     

    (a)      Except
as expressly provided in Section 2(b) and in Section 7(b), the Participant’s
Stock Units shall terminate to the extent such units have not become vested
prior to the first date the Participant is no longer employed by the
Corporation, regardless of the reason for the termination of the Participant’s
employment with the Corporation.  If any unvested Stock Units are
terminated hereunder (whether pursuant to Section 2, this Section 7 or
otherwise), such Stock Units shall automatically terminate and be cancelled as
of the applicable termination date without payment of any consideration by the
Corporation and without any other action by the Participant, or the
Participant’s beneficiary or personal representative, as the case may be, and
the Participant shall have no right with respect thereto or in respect
thereof.

     

    (b)      Notwithstanding
Section 7(a), if the Participant’s employment with the Corporation terminates
during the Performance Period as a result of the Participant’s death, Total
Disability or Retirement (as such terms are defined below), (i) the
Participant’s Stock Units shall be subject to pro-rata vesting such that the
number of Stock Units subject to the Award (if any) that shall become vested as
of the conclusion of the Performance Period shall equal (A) the number of Stock
Units subject to the Award that would have vested as of the conclusion of the
Performance Period in accordance with Section 2(a) above (assuming no
termination of employment had occurred), multiplied by (B) a fraction, the
numerator of which shall be the number of whole months during the Performance
Period the Participant was employed by or rendered services to the Corporation,
and the denominator of which shall be the number

     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    of whole
months in the Performance Period; and (ii) any Stock Units subject to the Award
that do not vest in accordance with the foregoing clause (i) shall terminate as
of the last day of the Performance Period.  If a Participant’s
employment is terminated in the circumstances described in Section 2(b) and in
the circumstances described in this Section 7(b), the provisions of Section 2(b)
shall control.

     

    (c)      For
purposes of this Agreement, “Total Disability” means a
“permanent and total disability” (within the meaning of Section 22(e)(3) of the
Code or as otherwise determined by the Administrator).  For purposes
of this Agreement, “Retirement” means that, as of
the date of the termination of the Participant’s employment with the
Corporation, the Participant has either (i)
attained age 55 with at least five (5) full years of service with
the Corporation, or (ii) has attained age 60, or (iii) is a participant in
and is entitled to commence a benefit under a Corporation-sponsored defined
benefit plan and has at least 10 years of service with the
Corporation.

     

    8.      Adjustments
Upon Specified Events.  Upon the occurrence of certain events
relating to the Corporation’s stock contemplated by Section 7.1 of the Plan
(including, without limitation, an extraordinary cash dividend on such stock),
the Administrator shall make adjustments in accordance with such section in the
number of Stock Units then outstanding and the number and kind of securities
that may be issued in respect of the Award.  No such adjustment shall
be made with respect to any ordinary cash dividend paid on the Common
Stock.  Furthermore, the Administrator shall adjust the performance
measures and performance goals referenced in Section 2 hereof to the extent (if
any) it determines that the adjustment is necessary or advisable to preserve the
intended incentives and benefits to reflect (1) any material change in corporate
capitalization, any material corporate transaction (such as a reorganization,
combination, separation, merger, acquisition, or any combination of the
foregoing), or any complete or partial liquidation, (2) any change in accounting
policies or practices, (3) the effects of any special charges to the
Corporation’s earnings, or (4) any other similar special
circumstances.

     

    9.      Tax
Withholding.  Subject to Section 8.1 of the Plan, upon any
distribution of shares of Common Stock in respect of the Stock Units, the
Corporation shall automatically reduce the number of shares to be delivered by
(or otherwise reacquire) the appropriate number of whole shares, valued at their
then fair market value (determined in accordance with the applicable
provisions of the Plan), to satisfy any withholding obligations of the
Corporation with respect to such distribution of shares at the minimum
applicable withholding rates.  In the event that the Corporation
cannot legally satisfy such withholding obligations by such reduction of
shares, or in the event of a cash payment or any other withholding event in
respect of the Stock Units, the Corporation shall be entitled to require a cash
payment by or on behalf of the Participant and/or to deduct from other
compensation payable to the Participant any sums required by federal, state or
local tax law to be withheld with respect to such distribution or
payment.

     

    10.      Notices.  Any
notice to be given under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Participant at the Participant’s last address reflected on
the Corporation’s records, or at such other address as either party may
hereafter designate in writing to the other.  Any such notice shall be
given only when received, but if the Participant is no longer an employee of the
Corporation, shall be deemed to have been duly given by the Corporation when
enclosed in a properly sealed envelope addressed as aforesaid, registered or
certified, and deposited (postage and registry or certification fee prepaid) in
a post office or branch post office regularly maintained by the United States
Government.

     

    11.      Plan.  The
Award and all rights of the Participant under this Agreement are subject to the
terms and conditions of the provisions of the Plan, incorporated herein by
reference.  The Participant agrees to be bound by the terms of the
Plan and this Agreement.  The Participant acknowledges having read and
understanding the Plan, the Prospectus for the Plan, and this
Agreement.  Unless otherwise

     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    expressly
provided in other sections of this Agreement, provisions of the Plan that confer
discretionary authority on the Board or the Administrator do not (and shall not
be deemed to) create any rights in the Participant unless such rights are
expressly set forth herein or are otherwise in the sole discretion of the Board
or the Administrator so conferred by appropriate action of the Board or the
Administrator under the Plan after the date
hereof.

     

    12.      Entire
Agreement.  This Agreement and the Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter
hereof.  The Plan and this Agreement may be amended pursuant to
Section 8.6 of the Plan.  Such amendment must be in writing and
signed by the Corporation.  The Corporation may, however, unilaterally
waive any provision hereof in writing to the extent such waiver does not
adversely affect the interests of the Participant hereunder, but no such waiver
shall operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.

     

    13.      Limitation
on Participant’s Rights.  Participation in
the Plan confers
no rights or
interests other than as herein provided.  This Agreement creates only
a contractual obligation on the part of the Corporation as to amounts payable
and shall not be construed as creating a trust.  Neither the Plan nor
any underlying program, in and of itself, has any assets.  The
Participant shall have only the rights of a general unsecured creditor of the
Corporation with respect to amounts credited and benefits payable, if any, with
respect to the Stock Units, and rights no greater than the right to receive the
Common Stock as a general unsecured creditor with respect to Stock Units, as and
when payable hereunder.

     

    14.      Counterparts.  This
Agreement may be executed simultaneously in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

     

    15.      Section
Headings.  The section headings of this Agreement are for
convenience of reference only and shall not be deemed to alter or affect any
provision hereof.

     

    16.      Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware without regard to
conflict of law principles thereunder.

     

    17.      Construction.  It
is intended that the terms of the Award will not result in the imposition of any
tax liability pursuant to Section 409A of the Code.  This Agreement
shall be construed and interpreted consistent with that intent.

     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    PERFORMANCE
GOALS

    


    Subject
to Sections 2(b) and 7 of this Agreement, the percentage of the Stock Units
subject to the Award that vest will be determined in accordance with the chart
below based on the Company’s Total Shareholder Return (TSR)Percentile Rank (as
defined below) for the Performance Period.

    


    
      	
              TSR
      Percentile Rank

            	
              Percentage
      of Stock Units that Vest

               

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    Numerical
Example

    


    Assume that the Participant was granted
an Award of [  ] Stock Units and the Corporation’s TSR Percentile Rank
for the Performance Period was [  ].  In that case, the
number of Stock Units subject to the Award that would vest would be
[  ].  The remaining [  ] Stock Units subject to
the Award that did not vest would terminate as of the end of the Performance
Period.

    


    Definitions

     

    For
purposes of the Award, the following definitions will apply:

     

    “TSR” means total shareholder
return and shall be determined with respect to the Corporation and any other
company in the Airline Peer Group by dividing: (a) the sum of (i) the difference
obtained by subtracting the Beginning Price from the Ending Price plus (ii) all
dividends and other distributions paid on such company's common stock during the
Performance Period by (b) the Beginning Price, with any non-cash distributions
to be ascribed such dollar value as may be determined by or at the direction of
the Administrator.

     

    
      	
               
      

            	
              ·

            	
              “Beginning Price” means,
      with respect to the Corporation and any other company in the Airline Peer
      Group, the average of the closing market prices of such company’s common
      stock on the principal exchange on which such stock is traded for the
      thirty (30) consecutive trading days ending with the first day of the
      Performance Period or, in the case of a company that is not traded on a
      stock exchange on the first day of the Performance Period, the average of
      the closing market prices of such company's common stock on the principal
      exchange on which such stock is thereafter first admitted to trading for
      the thirty (30) consecutive trading days commencing with the first day in
      the Performance Period on which such company's common stock is so
      traded.

            


    

     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ·

            	
              “Ending Price” means,
      with respect to the Corporation and any other company in the Airline Peer
      Group, the average of the closing market prices of such company’s common
      stock on the principal exchange on which such stock is traded for the
      thirty (30) consecutive trading days ending with the last day of the
      Performance Period.

            


    

     

    
      	
               
      

            	
              ·

            	
              “TSR Percentile Rank”
      means the ranking of the Corporation’s TSR among the TSRs for the
      companies (including the Corporation) comprising the Airline Peer
      Group identified
      below.

            


    

     

    
      	
               
      

            	
              ·

            	
              “Airline Peer Group”
      means the Corporation and each of the following
  companies:

            


    

    
      	
               
      

            	
              o

            	
              Airtran
      Holdings,

            


    

    
      	
               
      

            	
              o

            	
              AMR,

            


    

    
      	
               
      

            	
              o

            	
              Continental
      Airlines,

            


    

    
      	
               
      

            	
              o

            	
              Delta
      Air Lines,

            


    

    
      	
               
      

            	
              o

            	
              ExpressJet
      Holdings,

            


    

    
      	
               
      

            	
              o

            	
              JetBlue
      Airways,

            


    

    
      	
               
      

            	
              o

            	
              Hawaiian
      Holdings Inc.,

            


    

    
      	
               
      

            	
              o

            	
              Mesa
      Air Group Inc.,

            


    

    
      	
               
      

            	
              o

            	
              Republic
      Airways Holdings,

            


    

    
      	
               
      

            	
              o

            	
              SkyWest,

            


    

    
      	
               
      

            	
              o

            	
              Southwest
      Airlines,

            


    

    
      	
               
      

            	
              o

            	
              UAL,
      and

            


    

    
      	
               
      

            	
              o

            	
              US
      Airways Group.

            


    

    


    As
contemplated by Section 8 of this Agreement, the Administrator shall make
appropriate adjustments to the TSR Percentile Rank as it deems necessary or
advisable to preserve the intended incentives and benefits of this Agreement to
reflect any changes to the companies in the Airline Peer Group during the
Performance Period, it being intended  that no new companies will be
added to the Airline Peer Group for purposes of the Award (unless the company is
a public company and is the successor to one or more of the companies identified
above or to all or a substantial portion of the business of any such companies)
and that a company that does not survive as a public company for the Performance
Period (directly or through a successor to it or to all or a substantial portion
of its business) shall be excluded.

     

    


     

    


     

    


     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    DEFINITIONS

     

    For
purposes of the Award, the following terms shall have the meanings set forth is
this Exhibit B.

     

    “Cause” means the occurrence of
any of the following:

     

    
      	
               
      

            	
              (i)

            	
              the
      Participant is convicted of, or has pled guilty or nolo contendere to, a
      felony (other than traffic related offenses or as a result of vicarious
      liability); or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Participant has engaged in acts of fraud, material dishonesty or other
      acts of willful misconduct in the course of his duties to the Corporation;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Participant willfully and repeatedly fails to perform or uphold his duties
      to the Corporation; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Participant willfully fails to comply with reasonable directives of the
      Board which are communicated to him or her in
  writing;

            


    

     

    provided,
however, that no act or omission by the Participant shall be deemed to be
“willful” if the Participant reasonably believed in good faith that such acts or
omissions were in the best interests of the Corporation.

     

     “Change of Control” means the
occurrence of any of the following:

     

    (i)           the
consummation of:

     

    (A)           any
consolidation or merger of the Corporation in which the Corporation is not the
continuing or surviving corporation or pursuant to which shares of common stock
of the Corporation would be converted into cash, securities or other property,
other than a merger of the Corporation in which the holders of common stock of
the Corporation immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger; or

     

    (B)           any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of the
Corporation.

     

    
      	
               
      

            	
              (ii)

            	
              at
      any time during a period of twenty-four (24) months, fewer than a
      majority of the members of the Board are Incumbent
      Directors.  “Incumbent Directors”
      means (A) individuals who constitute the Board at the beginning of such
      period; and (B) individuals who were nominated or elected by all of, or a
      committee composed entirely of, the individuals described in (A); and (C)
      individuals who were nominated or elected by individuals described in
      (B).

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      Person (meaning any individual, entity or group within the meaning of
      Section 13(d)(3) or 14(d) of the Exchange Act) shall, as a result of a
      tender or exchange offer, open market purchases, privately-negotiated
      purchases or otherwise, become the beneficial owner (within the meaning of
      Rule 13d-3 under the Exchange Act), directly or indirectly, of the
      then-outstanding securities of the Corporation ordinarily (and apart
      from

            


    

     


    
      
        
          NB1:788992.2                                                                     

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              rights
      accruing under special circumstances) having the right to vote in the
      election of members of the Board (“Voting
      Securities” to be calculated as provided in paragraph (d) of
      Rule 13d-3 in the case of rights to acquire common stock of the
      Corporation) representing 20% or more of the combined voting power of the
      then-outstanding Voting Securities.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              approval
      by the stockholders of the Corporation of any plan or proposal for the
      liquidation or dissolution of the
Corporation.

            


    

     

    Unless
the Board shall determine otherwise, a Change of Control shall not be deemed to
have occurred by reason of any corporate reorganization, merger, consolidation,
transfer of assets, liquidating distribution or other transaction entered into
solely by and between the Corporation and any affiliate thereof, provided such
transaction has been approved by at least two-thirds (2/3) of the Incumbent
Directors (as defined above) then in office and voting.

     

    Notwithstanding
the foregoing, in no event shall a transaction or other event that occurred
prior to the date of grant of the Award constitute a Change of Control, and no
Change of Control after the first Change of Control to occur after the grant
date shall be considered for purposes of the Award.

     

    “Good Reason” means, without
the Participant’s express written consent, the occurrence of any one or more of
the following:

     

    
      	
               
      

            	
              (i)

            	
              a
      material reduction in the Participant’s annual base
  salary;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      material diminution or reduction of the Participant’s authority, duties,
      or responsibilities;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      material change in the geographic location at which the Participant must
      perform services; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      material breach by the Corporation of any other provision of this
      Agreement;

            


    

     

    provided,
however, that any such condition shall not constitute “Good Reason” unless both
(x) the Participant provides written notice to the Corporation of the condition
claimed to constitute Good Reason within ninety (90) days of the initial
existence of such condition, and (y) the Corporation fails to remedy such
condition within thirty (30) days of receiving such written notice thereof; and
provided, further, that in all events the termination of the Participant’s
employment with the Corporation shall not be treated as a termination for “Good
Reason” unless such termination occurs not more than two (2) years following the
initial existence of the condition claimed to constitute “Good
Reason.”

     

    



    
      
        
          NB1:788992.2