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  Exhibit 10.4    
    


 
 

  ALLEGIANT TRAVEL COMPANY
  RESTRICTED STOCK
  AGREEMENT    
    


        This Restricted Stock Agreement (the "Agreement") is made as of the      day
of                  , 20      ("Date of
Grant") between Allegiant Travel Company, a Nevada corporation (the "Company") and                  ("Grantee"). 


        1.     RESTRICTED
STOCK AWARDS. 



        A.    The
Company hereby grants to Grantee a total of XXXXX (                  ) shares of the Company's Common Stock (the "Restricted Stock") subject to the terms and
conditions
set forth below. 


        B.    Grantee
will receive a certificate identifying the number of shares of common stock issued to the Grantee as Restricted Stock. 


        C.    The
Restricted Stock has been awarded as compensation to the Grantee for services to be rendered as a Director of the Company over the vesting period provided for herein. 


        D.    This
Agreement sets forth the terms, conditions and restrictions applicable to the Restricted Stock granted to Grantee. 




        2.     RESTRICTIONS.




        A.    The
Restricted Stock has been awarded to the Grantee subject to the transfer and forfeiture conditions set forth in Paragraph B below (the "Restrictions") which
shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Restricted Stock includes any additional shares of stock granted to the Grantee with respect to any
Restricted Stock (e.g., shares issued upon a stock dividend or stock split) prior to the vesting of the Restricted Stock. 


        B.    Grantee
may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer (a
"transfer") any of the Restricted Stock prior to vesting as provided in Section 3 below. Any transfer or attempted transfer prior to such time shall be null and void and of no effect
whatsoever. 


        C.    If
the Grantee's service as a Director of the Company terminates prior to the vesting of all Restricted Stock of the Grantee for any reason other than as set forth in
Section 3 below, then the Grantee shall forfeit all of the Grantee's right, title and interest in and to the Restricted Stock not vested as of the date of such termination and such Restricted
Stock shall be reconveyed to the Company as of the date of such termination without further consideration or any act or action by the Grantee. 








 

        D.    The
Restrictions imposed under this Section 2 shall apply to all shares of the Company's common stock or other securities issued with respect to Restricted Stock
hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company which occurs
prior to the vesting of the Restricted Stock. 




        3.     EXPIRATION
AND TERMINATION OF RESTRICTIONS.    The Restrictions imposed under Section 2 above will expire and vesting of the Restricted Stock shall be as
follows: 




On                  ,
20      , the Restrictions will expire with respect to the Restricted Stock of the Grantee not forfeited prior to that date. 





Notwithstanding
anything herein to the contrary, all Restricted Stock of a Grantee shall become fully vested upon the Grantee's death or total disability. Total disability shall be defined as a
physician certified disability which permanently or indefinitely renders the Grantee unable to perform his usual duties for the Company. 


        4.     ADJUSTMENTS.    If
the number of outstanding shares of common stock of the Company is changed as a result of a stock dividend, stock split or the like without
additional consideration to the Company, the number of shares of Restricted Stock under this Agreement shall be adjusted to correspond to the change in the outstanding shares of the Company's common
stock. 


        5.     VOTING
AND DIVIDENDS.    Subject to the restrictions contained in Section 2 hereof, the Grantee shall have all rights of a stockholder of the Company
with respect to the Grantee's Restricted Stock, including the right to vote the shares of the Grantee's Restricted Stock and the right to receive any cash or stock dividends, including dividends of
stock of a company other than the Company. Stock dividends issued with respect to the Grantee's Restricted Stock shall be treated as additional shares of the Grantee's Restricted Stock (even if they
are shares of a company other than the Company) that are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are issued. If a
dividend is paid in other property, the Grantee will be credited with the amount of property which would have been received had the Grantee owned a number of shares of common stock equal to the number
of shares of Restricted Stock credited to his account. The property so credited will be subject to the same restrictions and other terms and conditions applicable to the Restricted Stock under this
Agreement and will be disbursed to the Grantee in kind simultaneously with the Restricted Stock to which such property relates. 


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        6.     DELIVERY
OF SHARES.    The shares of Restricted Stock of the Grantee will be issued in the name of the Grantee as Restricted Stock and will be held by the
Company prior to vesting in certificated or uncertificated form. If a certificate for Restricted Stock is issued prior to vesting, such certificate shall be registered in the name of the Grantee and
shall bear a legend in substantially the following form: 




"This
certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement
dated                        , 20            , between the registered
owner of the shares represented hereby and Allegiant Travel Company. Release from such terms and conditions shall be made only in
accordance with the provisions of such Agreement, copies of which are on file in the office of Allegiant Travel Company." 





        Upon
request from the Company, the Grantee shall deposit with the Company a stock power, or powers, executed in blank and sufficient to reconvey the Restricted Stock to the Company upon
any forfeiture of the Restricted Stock (or a portion thereof), in accordance with the provisions of this Agreement. Upon vesting of any Restricted Stock, any stock certificates and stock powers
relating to such vested Restricted Stock shall be released to the Grantee upon request. 


        7.     WITHHOLDING
TAXES.    The Company is entitled to withhold an amount equal to the Company's required minimum statutory withholding taxes (if any) for the
respective tax jurisdiction attributable to any share of common stock or property deliverable in connection with the Restricted Stock. Grantee may satisfy any withholding obligation in whole or in
part by electing to have the Company retain shares of the Restricted Stock having a Fair Market Value on the date of vesting equal to the minimum amount to be withheld. Fair Market Value for this
purpose shall be the closing price for a share of the Company's common stock on the last trading day before the date of vesting. 


        8.     OTHER
RIGHTS.    The grant of Restricted Stock does not confer upon Grantee any right to continue on the Board of Directors of the Company and does not
interfere with the right of the Company to terminate Grantee's service on the Board at any time in accordance with the Company's By-Laws. 



        9.     NOTICES.    Any
written notice under this Agreement shall be deemed given on the date that is three business days after it is sent by registered or certified
mail, postage prepaid, addressed either to the Grantee at his address as indicated in the Company's employment records or to the Company at its principal office. Any notice may be sent using any other
means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail or electronic mail) but no such notice shall be deemed to have been duly given unless and until it is
actually received by the intended recipient. 


        10.   NONTRANSFERABILITY.    This
Agreement and all rights hereunder are nontransferable and nonassignable by the Grantee, other than by the last will and testament
of Grantee or the laws of descent and distribution, unless the Company consents thereto in writing. Any transfer or attempted transfer except pursuant to the preceding sentence shall be null and void
and of no effect whatsoever. 


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        11.   SECTION 83(b)
ELECTION.    Grantee may make an election to be taxed upon the grant of his Restricted Stock under Section 83(b) of the Internal
Revenue Code of 1986, as amended. To effect such election, the Grantee must file an appropriate election with the Internal Revenue Service within thirty (30) days after the grant of the
Restricted Stock and otherwise in accordance with the applicable Treasury Regulations. 


        12.   AMENDMENT.    This
Agreement may not be amended except by a writing signed by the Company and Grantee. 


        13.   HEIRS
AND SUCCESSORS.    Subject to Section 10 above, this Agreement and all terms and conditions hereof shall be binding upon the Company and its
successors and assigns, and upon the Grantee and their heirs, legatees and legal representatives. 



        14.   INTERPRETATION.    Any
issues of interpretation of any provision of this Agreement shall be resolved by the Compensation Committee of the Board of Directors of
the Company. 


        15.   SEVERABILITY.    The
provisions of this Agreement, and of each separate section and subsection, are severable, and if any one or more provisions may be
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any unenforceable provisions to the extent enforceable, shall nevertheless be binding and
enforceable. 


        16.   GOVERNING
LAW.    All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the
internal law and not the law of conflicts of the State of Nevada. 


        17.   WAIVER.    The
failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or
any other provision hereof. 


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        IN
WITNESS WHEREOF, the Company has executed this Agreement as of day and year first above written. 



					
	 	 	ALLEGIANT TRAVEL COMPANY
	    	 	 	 	 
	    	 	 	 	 
	 	 	By:	 	  







 
	    	 	 	 	 
	 	 	Its:	 	  







 






        The
undersigned Grantee hereby accepts, and agrees to, all terms and provisions of the foregoing Award. 



					
	    	 	 	 	 
	  







 	 	 
	    	 	 	 	 
	Address:	 	  







 	 	 
	    	 	 	 	 
	 	 	 







 	 	 





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Exhibit 10.4


ALLEGIANT TRAVEL COMPANY RESTRICTED STOCK AGREEMENT