Exhibit
10.3


 


HAWAIIAN HOLDINGS,
INC.


3375 Koapaka Street, Suite G-350


Honolulu, HI  96819


 


May 25,
2010


 


Mark
B. Dunkerley


Hawaiian
Airlines, Inc.


 


Dear
Mark:


 


Pursuant
to the Hawaiian Holdings, Inc. (the “Company”) 2005 Stock Incentive Plan
(the “Plan”) and as specified in your employment agreement with the Company of
even date herewith (the “Employment Agreement”), the Plan’s administrative
committee (the “Committee”) has granted to you on May 25, 2010 (the “Date
of Grant”) a restricted stock award covering 238,901 shares of Common Stock,
par value $0.01 (the “Type B Restricted Stock” or the “Award”), for future
services to be rendered, subject to the terms and conditions described in this
letter (the “Notice of Grant”) and to the terms and conditions of the
Restricted Stock Agreement attached as Exhibit A hereto.


 


The
Type B Restricted Stock award is subject to the applicable terms and conditions
of the Plan, which are incorporated herein by reference, and in the event of
any contradiction, distinction or differences between this letter and the terms
of the Plan, the terms of this letter will control.  Unless otherwise indicated, all capitalized
terms used herein have the meanings set forth herein or in the Plan, as applicable.


 


Subject
to your continued employment by the Company or its Subsidiaries through each
vesting date, the Type B Restricted Stock shall vest, if at all (except as
otherwise expressly provided below in the event of a Qualifying Change in
Control), on each of the following dates:


 


·                  On May 25, 2011, 12/41 of the Award
(69,922 shares) will vest (the “First Tranche”), but only if the volume weighted average closing
price of the Company common stock equals or exceeds $7.70 per share over any 20
trading day period commencing on the Date of Grant and ending on the first
anniversary of the Date of Grant;


 


·                  On May 25, 2012, an additional 12/41 of the Award (69,922
shares) will vest (the
“Second Tranche”), but only if the volume weighted average closing price of the
Company common stock equals or exceeds $8.40 per share over any 20 trading day
period commencing on the first anniversary of the Date of Grant and ending on
the second anniversary of the Date of Grant,


 


·                  On May 25, 2013, an additional 12/41 of the Award (69,922
shares) will vest (the
“Third Tranche”), but only if the volume weighted average closing price of the
Company common stock equals or exceeds $9.10 per share over any 20 day period
commencing on the second anniversary of the Date of Grant and ending on the
third anniversary of the Date of Grant; and


 


·                  On November 7, 2013,  the final 5/41 of the Award (29,135 shares) will
vest, but only if the
volume weighted average closing price of the Company common stock equals or
exceeds $9.10 per share over any 20 day period commencing on the second
anniversary of the Date of Grant and ending on November 7, 2013.


 

















 


In the event that the
target price for the First, Second or Third Tranches is not achieved during the
first, second or third years, respectively, following the Renewal Effective
Date, but is subsequently achieved for a twenty trading day period ending after
the first, second or third anniversaries, respectively, of the Renewal
Effective Date and prior to November 7, 2013, then subject to your
continued employment with the Company or its Subsidiaries through the end of
such twenty day trading period, such tranche shall vest on such date.  Any of the target share prices herein shall
be proportionately adjusted for any increase or decrease in the number of
issued shares of Company common stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Company
common stock, or any other increase or decrease in the number of issued shares
of Company common stock effected without receipt of consideration by the Company
and shall also be equitably adjusted to reflect any split-up, spin-off or other
change in the corporate structure of the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.”


 


EXAMPLE:  HH Stock trades at a volume weighted average
closing price below $7.70 per share until October 7, 2013. It then trades
at a volume weighted average closing price of $8.32 per share in the twenty
trading day period ending on November 7, 2013.  You remain employed with the Company or its
Subsidiaries through November 7, 2013. 
The First Tranche vests on November 7, 2013.  None of the other Type B Restricted Stock
vests because the target prices were not achieved.


 


Notwithstanding any provision of this Agreement to the contrary, in the
event a Qualifying Change in Control (as such term is defined in the Employment
Agreement) occurs while you are still employed by the Company (or within
twenty-nine (29) days following Employee’s termination of employment pursuant
to Section 7(c) or (d) of the Agreement), and in which the
Company’s stockholders receive per share consideration for Company common stock
(the “Per Share Stockholder Consideration”) that equals or exceeds the per
share price target of any tranche of Type B Restricted Stock, then all tranches
of the Type B Restricted Stock with per share price targets equal to or less
than the Per Share Stockholder Consideration shall have their share price
target performance condition deemed satisfied, and the per share price target
which was applied to the tranche that was eligible to vest on the anniversary
of the Renewal Effective Date coinciding with or immediately preceding the date
on which the Qualifying Change in Control occurs shall be deemed to be the per
share price target for all tranches.  In
such event, any unvested Type B Restricted Stock that has satisfied its
performance condition or is so deemed to have its performance condition
satisfied shall be assumed or substituted by the acquirer for an equity award
equivalent in all material respects to the Type B Restricted Stock (an “Equivalent
Type B Award”) and shall remain subject to the remaining service-based vesting
provisions, subject to accelerated vesting pursuant to Section 8
hereof.  All Type B Restricted Stock with
per share price targets which have not been satisfied or are deemed to have
been satisfied shall be forfeited.  If
any Type B Restricted Stock required to be assumed or substituted for an Equivalent
Type B Award is not so assumed or substituted, then such Type B Restricted
Stock shall become 100% vested upon such Qualifying Change in Control.


 


The
vested portion of your Award will be delivered to you from escrow on each
vesting date, or on such later date as is specified in the Employment
Agreement.


 


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Any
dividends paid on the stock underlying the Award, whether in stock or in cash,
shall be credited to additional Award shares, which will be subject to the same
conditions as the Award Shares.  The
payment of the Award on the applicable Payment Date will be made in
certificates for the shares of Common Stock underlying your Award.


 


You
may elect to personally satisfy any tax withholding that may be due with
respect to vesting of the Type B Restricted Stock, provided that you (or your
beneficiary or estate, if applicable) must give written notice to the Company
of such election at least one week prior to the vesting date.  If no such election has been made, then you
will be entitled to receive a number of shares net of any required tax
withholding.  In either such case, you
will receive certificates for the underlying shares of Common Stock as promptly
as possible after satisfaction of the required tax withholding.


 


The
Company may impose any conditions on the Type B Restricted Stock as it deems
necessary or advisable to ensure that the Type B Restricted Stock satisfies the
requirements of applicable securities laws. 
The Company shall not be obligated to issue or deliver any shares if
such action violates any provision of any law or regulation of any governmental
authority or national securities exchange.


 


By
your signature and the signature of the Company’s representative below, you and
the Company agree that this Notice of Grant, the form of Restricted Stock
Agreement attached as Exhibit A hereto, the Employment Agreement
and the 2005 Stock Incentive Plan constitute your entire agreement with respect
to this Award and may not be modified adversely to your interest except by
means of a writing signed by the Company and you.


 


Please
sign and return a copy of this letter to Hoyt Zia, the Company’s General
Counsel.


 


	
  HAWAIIAN HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Crystal
  K. Rose

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND ACCEPTED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Mark
  B. Dunkerley

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


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EXHIBIT A


 


HAWAIIAN HOLDINGS, INC.


2005 STOCK INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT


 


1.                                       Grant of
Restricted Stock.  The Company
hereby grants to Mark B. Dunkerley (“Participant”) an Award of Restricted Stock
as set forth in the Notice of Grant of Restricted Stock and subject to the
terms and conditions in the Notice of Grant, this Restricted Stock Agreement
(the “Agreement”) and the Company’s 2005 Stock Incentive Plan (the “Plan”),
which are incorporated herein by reference. 
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Agreement.


 


2.                                       Escrow of Shares.


 


(a)                                  All Shares of Restricted Stock will, upon
execution of this Agreement, be delivered and deposited with an escrow holder
designated by the Company (the “Escrow
Holder”), together with the Assignment Separate from Certificate (the “Stock
Assignment”) duly endorsed in blank, attached hereto as Exhibit B-1.  The unvested Shares of
Restricted Stock and the Stock Assignment will be held by the Escrow Holder,
pursuant to the Joint Escrow Instructions of the Company and Participant
attached as Exhibit B-2
hereto, until such time as the Shares of Restricted Stock vest or are
forfeited.


 


(b)                                 The Escrow Holder will not be liable for
any act it may do or omit to do with respect to holding the Shares of
Restricted Stock in escrow while acting in good faith and in the exercise of
its judgment.


 


(c)                                  Upon Participant’s termination as an
employee for any reason and subject to the accelerated vesting provisions of
the Employment Agreement, the Escrow Holder, upon receipt of written notice of
such termination, will take all steps necessary to accomplish the transfer of
the unvested Shares of Restricted Stock to the Company.  Participant hereby appoints the Escrow Holder
with full power of substitution, as Participant’s true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf
of Participant to take any action and execute all documents and instruments,
including, without limitation, stock powers which may be necessary to transfer
the certificate or certificates evidencing such unvested Shares of Restricted
Stock to the Company upon such termination; provided, however, that Participant
shall retain the power to instruct the Escrow Holder with respect to voting the
unvested Shares of Restricted Stock and with respect to participating in any
offer made by the Company to its stockholders generally.


 


(d)                                 The Escrow Holder will take all steps
necessary to accomplish the transfer of Shares of Restricted Stock to
Participant upon vesting, or upon such later date as is specified in the
Employment Agreement.


 


(e)                                  Participant will have the right to vote
the Shares while they are held in escrow. 
Any cash dividends declared on the Shares and any stock dividends which
were declared and for which the record date occurred on or after the Date of
Grant and through the date the Shares of Restricted Stock vest, will only be
paid or issued to Participant upon vesting of the Shares of Restricted Stock in
accordance with the vesting schedule set forth in the Notice of Grant.


 

















 


(f)                                    If in the event of any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock are
increased, reduced or otherwise changed, and by virtue of any such change
Participant will in his or her capacity as owner of unvested Shares of
Restricted Stock be entitled to new or additional or different shares of stock,
cash or securities (including rights or warrants to purchase securities), such
new or additional or different shares, cash or securities will thereupon be
considered to be unvested Shares of Restricted Stock and will be subject to all
of the conditions and restrictions which were applicable to the unvested Shares
of Restricted Stock pursuant to this Agreement. 
If Participant receives rights or warrants with respect to any unvested
Shares of Restricted Stock, such rights or warrants may be held or exercised by
Participant, provided that until such exercise any such rights or warrants and
after such exercise any shares or other securities acquired by the exercise of
such rights or warrants will be considered to be unvested Shares of Restricted
Stock and will be subject to all of the conditions and restrictions which were
applicable to the unvested Shares of Restricted Stock pursuant to this
Agreement.  The Administrator in its absolute
discretion at any time may accelerate the vesting of all or any portion of such
new or additional shares of stock, cash or securities, rights or warrants to
purchase securities or shares or other securities acquired by the exercise of
such rights or warrants.


 


(g)                                 The Company may instruct the transfer
agent for its Common Stock to place a legend on the certificates representing
the Restricted Stock or otherwise note its records as to the restrictions on
transfer set forth in this Agreement.


 


3.                                       Vesting
Schedule.  Except as
provided in Section 4, and subject to Section 5, the Shares of
Restricted Stock awarded by this Agreement will vest in Participant according
to the vesting schedule specified in the Notice of Grant.  Shares of Restricted Stock scheduled to vest
on a certain date or upon the occurrence of a certain condition will not vest
in Participant in accordance with any of the provisions of this Agreement,
unless Participant will have been continuously an employee of the Company or
any of its Subsidiaries from the Date of Grant until the date such vesting
occurs or as provided in the Notice of Grant in the event of a Qualifying
Change in Control.


 


4.                                       Administrator
Discretion.  The
Administrator, in its discretion, may accelerate the vesting of the balance, or
some lesser portion of the balance, of the unvested Restricted Stock at any
time, subject to the terms of the Plan. 
If so accelerated, such Restricted Stock will be considered as having
vested as of the date specified by the Administrator.


 


5.                                       Forfeiture upon
Certain Terminations as an Employee.  Subject to the accelerated vesting provisions
of the Employment Agreement, if Participant terminates his employment with the
Company or its Subsidiaries, the then unvested Shares of Restricted Stock awarded
by this Agreement will thereupon be forfeited and automatically transferred to
and reacquired by the Company at no cost to the Company upon the date of such
termination and Participant will have no further rights thereunder, except as
provided in the Notice of Grant in the event of a Qualifying Change in
Control.  Participant hereby appoints the
Escrow Agent with full power of substitution, as Participant’s true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf
of Participant to take any action and execute all documents and instruments,
including, without limitation, stock powers which may be necessary to transfer
the certificate or certificates evidencing such unvested Shares to the Company
upon such termination of service.


 


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6.                                       Death of
Participant.  Any
distribution or delivery to be made to Participant under this Agreement will,
if Participant is then deceased, be made to Participant’s designated beneficiary,
or if no beneficiary survives Participant, the administrator or executor of
Participant’s estate.  Any such
transferee must furnish the Company with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to the Company to establish
the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.


 


7.                                       Tax
Consequences.  Participant
has reviewed with Participant’s own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated
by this Agreement.  Participant is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. 
Participant understands that Participant (and not the Company) shall be
responsible for Participant’s own tax liability that may arise as a result of
the transactions contemplated by this Agreement.  Participant understands that Section 83
of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary
income the difference between the purchase price for the Shares of Restricted
Stock and the Fair Market Value of such Shares as of each vesting date.  Participant understands that Participant may
instead elect to be taxed at the time the Shares of Restricted Stock are
granted rather than when such Shares vest by filing an election under Section 83(b) of
the Code with the IRS within thirty (30) days from the date of grant of the
Restricted Stock.  The form for making
this election is attached as Exhibit B-3 hereto.


 


THE PARTICIPANT
ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE
PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE
PARTICIPANT’S BEHALF.


 


If making an 83(b) Election, Participant is
also required to (i) provide a copy of the Election to the Company, and (ii) attach
a copy of the 83(b) Election to Participant’s U.S. federal tax return
covering the year in which the exercise occurred.


 


8.                                       Tax Withholding.  Participant agrees to make appropriate arrangements
with the Company (or the Parent or Subsidiary employing or retaining
Participant) in accordance with the procedures offered by the Company for the
satisfaction of all federal, state, and local income and employment tax
withholding requirements applicable to the issuance or vesting of Shares
pursuant to this Award or upon the earlier timely filing of an 83(b) election
with the IRS.  The Participant may in its
sole discretion determine whether the minimum required withholding taxes with
respect to this Award, or any portion thereof, will be paid by selling a
portion of vested shares, by direct payment from the Purchaser to the Company,
by having the Company withhold from the Shares to be issued upon vesting that
number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld (provided that Purchaser gives written notice to the
Company at least one week prior to the vesting date), by some other method, or
by some combination thereof.


 


9.                                       Grant is Not
Transferable.  Except to
the limited extent provided in Section 6, the unvested Shares subject to
this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.


 


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10.                                 Binding
Agreement.  Subject to
the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 


11.                                 Administrator
Authority.  The
Administrator will have the power to interpret the Plan and this Agreement and
to adopt such rules for the administration, interpretation and application
of the Plan as are consistent therewith and to interpret or revoke any such rules (including,
but not limited to, the determination of whether or not any Shares of
Restricted Stock have vested).  No member
of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.


 


12.                                 Electronic
Delivery.  The Company
may, in its sole discretion, decide to deliver any documents related to the
Shares of Restricted Stock awarded under the Plan or future Restricted Stock
that may be awarded under the Plan by electronic means or request Participant’s
consent to participate in the Plan by electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.


 


13.                                 Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


14.                                 Agreement
Severable.  In the
event that any provision in this Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.


 


15.                                 Modifications
to the Agreement.  This
Agreement, the Notice of Grant, the Employment Agreement and the Plan
constitute the entire understanding of the parties on the subjects
covered.  Modifications to this Agreement
can be made only in an express written contract executed by the Chair of the
Compensation Committee of the Company’s Board of Directors.


 


16.                                 Governing Law.  This Agreement shall be governed by the laws
of the State of Hawaii, without giving effect to the conflict of law principles
thereof.


 


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EXHIBIT B-1


 


ASSIGNMENT SEPARATE FROM
CERTIFICATE


 


FOR
VALUE RECEIVED I,
                                                    ,
hereby sell, assign and transfer unto Hawaiian Holdings, Inc.
                          
shares of the Common Stock of Hawaiian Holdings, Inc. standing in my name
on the books of said corporation represented by Certificate No.           
herewith and do hereby irrevocably constitute and appoint
                            
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.


 


This
Stock Assignment may be used only in accordance with the Restricted Stock
Agreement between Hawaiian Holdings, Inc. and the undersigned dated
                            ,
           (the “Agreement”).


 


 


	
  Dated:
                                ,

  	
   

  	
  Signature:

  	
   

  



 


 


INSTRUCTIONS: Please do not fill in any blanks other than
the signature line.  The purpose of this
assignment is to enable the Company to transfer the unvested Shares of
Restricted Stock to the Company upon Participant’s termination of status as a Service
Provider, without requiring additional signatures on the part of
the Participant.


 

















 


EXHIBIT B-2


 


JOINT ESCROW INSTRUCTIONS


 


                                  ,           


 


Corporate Secretary


Hawaiian Holdings, Inc.


3375 Koapaka
Street, Suite G-350


Honolulu, HI 96819


 


Dear
                                  :


 


As Escrow Agent for both Hawaiian Holdings, Inc. (the “Company”), and the undersigned recipient
of stock of the Company (the “Participant”),
you are hereby authorized and directed to hold the documents delivered to you
pursuant to the terms of that certain Restricted Stock Agreement (the “Agreement”) between the Company and
the undersigned, in accordance with the following instructions:


 


1.                                       At the closing,
you are directed (a) to date the stock assignments necessary for the
transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the stock assignments, together with the
certificate evidencing the shares of stock to be transferred, to the Company or
its assignee.


 


2.                                       Participant
irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Participant does hereby irrevocably
constitute and appoint you as Participant’s attorney-in-fact and agent for the
term of this escrow to execute with respect to such securities all documents
necessary or appropriate to make such securities negotiable and to complete any
transaction herein contemplated.  Subject
to the provisions of this paragraph 2, Participant shall exercise all
rights and privileges of a stockholder of the Company while the stock is held
by you.


 


3.                                       Upon vesting of the shares
held in escrow, or upon such later date as is specified in the Employment Agreement,
you shall deliver or electronically transfer to Participant, or electronically
transfer, a certificate or certificates representing so many shares of stock as
are vested.  Upon any forfeiture of such
shares, you shall deliver or electronically transfer such shares to the
Company.


 


4.                                       If at the time
of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Participant, you shall deliver all
of the same to Participant and shall be discharged of all further obligations
hereunder.


 


5.                                       Your duties
hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.


 


6.                                       You shall be
obligated only for the performance of such duties as are specifically set forth
herein and may rely and shall be protected in relying or refraining from acting
on any instrument reasonably believed by you to be genuine and to have been
signed or presented by the proper party or parties.  You shall not be personally liable for any
act you may do or omit to do 


 

















 


hereunder
as Escrow Agent or as attorney-in-fact for Participant while acting in good
faith, and any act done or omitted by you pursuant to the advice of your own
attorneys shall be conclusive evidence of such good faith.


 


7.                                       You are hereby
expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or
process of courts of law and are hereby expressly authorized to comply with and
obey orders, judgments or decrees of any court. 
In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm
or corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.


 


8.                                       You shall not
be liable in any respect on account of the identity, authorities or rights of
the parties executing or delivering or purporting to execute or deliver the
Agreement or any documents or papers deposited or called for hereunder.


 


9.                                       You shall be
entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.


 


10.                                       Your responsibilities as
Escrow Agent hereunder shall terminate if you shall cease to be an officer or
agent of the Company or if you shall resign by written notice to each
party.  In the event of any such
termination, the Company shall appoint a successor Escrow Agent.


 


11.                                       If you reasonably require
other or further instruments in connection with these Joint Escrow Instructions
or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.


 


12.                                       It is understood and agreed
that should any dispute arise with respect to the delivery and/or ownership or
right of possession of the securities held by you hereunder, you are authorized
and directed to retain in your possession without liability to anyone all or
any part of said securities until such disputes shall have been settled either
by mutual written agreement of the parties concerned or by a final order,
decree or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but you shall be under no
duty whatsoever to institute or defend any such proceedings.


 


13.                                       Any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United States Post Office,
by registered or certified mail with postage and fees prepaid, addressed to
each of the other parties thereunto entitled at the following addresses or at
such other addresses as a party may designate by ten (10) days advance
written notice to each of the other parties hereto.


 


14.                                       By signing these Joint
Escrow Instructions, you become a party hereto only for the purpose of said
Joint Escrow Instructions; you do not become a party to the Agreement.


 


15.                                       This instrument shall be
binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns.


 


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16.                                       These Joint Escrow Instructions
shall be governed by the internal substantive laws, but not the choice of law
rules, of Hawaii.


 


 


	
  PARTICIPANT

  	
   

  	
  HAWAIIAN
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  Name

  	
   

  	
  Print
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Residence
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ESCROW AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
				



 


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EXHIBIT B-3


 


ELECTION UNDER SECTION 83(b)


OF THE INTERNAL REVENUE CODE OF
1986


 


The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross
income or alternative minimum taxable income, as the case may be, for the
current taxable year the amount of any compensation taxable to taxpayer in
connection with taxpayer’s receipt of the property described below.


 


1.                                       The name,
address, taxpayer identification number and taxable year of the undersigned are
as follows:


 


NAME:
                                              


SPOUSE:
                                              


ADDRESS:
                                              


 


TAXPAYER
IDENTIFICATION NO.:
                                              


TAXABLE
YEAR:
                                              


 


2.                                       The property
with respect to which the election is made is described as follows:
                     shares
(the “Shares”) of the Common
Stock of Hawaiian Holdings, Inc. (the “Company”).


 


3.                                       The date on
which the property was transferred
is:                                      
,            .


 


4.                                       The property is
subject to the following restrictions:


 


The
Shares may not be transferred and are subject to forfeiture under the terms of
an agreement between the taxpayer and the Company.  These restrictions lapse upon the
satisfaction of certain conditions contained in such agreement.


 


5.                                       The Fair Market
Value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms shall never lapse, of such property
is: 
$                                  .


 


6.                                       The amount (if
any) paid for such property is zero dollars.


 


The
undersigned has submitted a copy of this statement to the person for whom the
services were performed in connection with the undersigned’s receipt of the
above-described property.  The transferee
of such property is the person performing the services in connection with the
transfer of said property.


 


The
undersigned understands that the foregoing election may not be revoked except
with the consent of the Commissioner.


 


	
  Dated:
                                              ,

  	
   

  	
   

  
	
   

  	
   

  	
  Taxpayer

  
	
   

  	
   

  	
   

  
	
  The
  undersigned spouse of taxpayer joins in this election.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:
                                              ,

  	
   

  	
   

  
	
   

  	
   

  	
  Spouse of Taxpayer