Exhibit 10.2


 


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 477,802 shares of Common Stock,
par value $0.01 (the “Type A 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 A 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.


 


Except
as otherwise expressly provided below, in the event of a Qualifying Change in
Control, none of the Type A Restricted Stock shall vest unless the Company
achieves pre-tax net profits, determined in accordance with U.S. generally
accepted accounting principles, of at least an aggregate of one million dollars
over any rolling two consecutive Company fiscal quarters in the period
commencing with the first full Company fiscal quarter after the grant date and
through the last full Company fiscal quarter ending prior to November 7, 2013
(the “Type A Performance Metric”).  In
the event that the Type A Performance Metric has not been achieved as of any
vesting date, that tranche of Type A Restricted Stock shall still be eligible
to vest and shall vest on the date, if any, upon which the Company publicly
declares its earnings for the first Company fiscal quarter in which the Type A
Performance Metric has been fully achieved, so long as such date is not after November 7,
2013, and subject to Employee’s continued employment by the Company through
such date.


 


Subject
to achieving the Type A Performance Metric, and subject to your continued
employment with the Company, including its Subsidiaries, through the applicable
vesting dates, the Type A Restricted Stock shall vest as follows:


 


·                  On May 25, 2011, 12/41
of the Award (139,845 shares) will vest;


·                  On May 25, 2012, an
additional 12/41 of the Award (139,845 shares) will vest;


·                  On May 25, 2013, an
additional 12/41 of the Award (139,845 shares) will vest; and


·                  On November 7, 2013,
the final 5/41 of the Award (58,267 shares) will vest.


 

















 


In
the event of a Qualifying Change in Control as such term is defined in the
Employment Agreement (a “Qualifying Change in Control”) while you remain
employed by the Company (or within twenty-nine (29) days following your
termination of employment pursuant to Section 7(c) or (d) of the
Employment Agreement), any unvested Type A Restricted Stock shares shall be
assumed or substituted by the acquirer for an equity award equivalent in all
material respects to the Type A Restricted Stock (an “Equivalent Type Award”).  In such event, the Type A Performance Metric
shall be deemed satisfied and the Type A Restricted Stock shall remain subject
to the remaining service-based vesting provisions, subject to accelerated vesting
pursuant to Section 8 of the Employment Agreement.  If any Type A Restricted Stock required to be
assumed or substituted for an Equivalent Type A Award is not so assumed or
substituted, then such Type A 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.


 


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 A 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 A Restricted Stock as it deems
necessary or advisable to ensure that the Type A 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.


 


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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:

  	
   

  	
   

  
				



 

















 


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.


 


2

















 


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.


 


3

















 


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