Exhibit
4.2


2006 RESTRICTED STOCK AWARD


MASTER AGREEMENT


This 2006 Restricted
Stock Award Master Agreement (the “Agreement”) is made as of the 7th day of December, 2006 (“Date of Grant”) by Allegiant
Travel Company, a Nevada corporation (the “Company”).


1.             RESTRICTED STOCK
AWARDS.


A.            Coincident
with the initial public offering of the Company’s common stock, the Company has
issued 100,000 shares of restricted stock (the “Restricted Stock”) to a list of
employees at the manager level and below (the “Grantees”).


B.            Each
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 Grantees for services
to be rendered over the vesting period provided for herein.


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


2.             RESTRICTIONS.


A.            The
Restricted Stock has been awarded to the Grantees 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 Grantees
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.            No
Grantee may 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 employment with the Company terminates prior to the vesting of
all Restricted Stock of such 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:


A.            On
December 7, 2007, the Restrictions will expire with respect to one-third (1⁄3)
of the Restricted Stock of each Grantee not forfeited prior to that date;


B.            On
December 7, 2008, the Restrictions will expire with respect to an additional
one-third (1⁄3) of the Restricted Stock of each Grantee not forfeited prior
to that date; and


C.            On
December 7, 2009, the Restrictions will expire with respect to the balance of
the Restricted Stock of each Grantee not forfeited prior to that date.


Notwithstanding anything
herein to the contrary, the following special vesting rules shall apply:


(i)            All
Restricted Stock of a Grantee shall become fully vested upon such Grantee’s
death or total disability.  Total
disability shall be defined as a physician certified disability which
permanently or indefinitely renders a Grantee unable to perform his or her usual
duties for the Company.


(ii)           In
the event of the mandatory retirement of a Grantee before full vesting as a
result of the application of FAA rules, the retired Grantee shall be given
credit as if he or she had continued to work until the following December 7.


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, each Grantee shall have all rights of a
stockholder of the Company with respect to such Grantee’s Restricted Stock,
including the right to vote the shares of such 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 a Grantee’s Restricted Stock
shall be treated as additional shares of such 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



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a dividend is paid in
other property, each Grantee will be credited with the amount of property which
would have been received had such 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 each Grantee in
kind simultaneously with the Restricted Stock to which such property relates.


6.             DELIVERY OF
SHARES.  The shares of Restricted Stock of
each Grantee will be issued in the name of such 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 such 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 the 2006 Restricted Stock Award Master Agreement
dated December 7, 2006, adopted by 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, each 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 for the respective tax jurisdiction attributable to any share
of common stock or property deliverable in connection with the Restricted
Stock.  A 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 any Grantee any right to continue in the employ of the Company and does
not interfere with the right of the Company to terminate any Grantee’s
employment at any time.


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 or her 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.



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10.           NONTRANSFERABILITY.  This Agreement and all rights hereunder are
nontransferable and nonassignable by the Grantees, other than by the last will
and testament of a 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.


11.           SECTION 83(b)
ELECTION.  Any Grantee may make an
election to be taxed upon the grant of his or her 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 that
the Company shall have the right to make amendments to clarify the intent of
this Agreement or to comply with law.


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 Grantees 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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