Exhibit 10.15


 


[Hawaiian Holdings, Inc.
Letterhead ]


 


[Grant Date]


 


[Grantee Name]


[Grantee Address]


 


Dear [Grantee Name]:


 


As of  [                        ,
20    ] (the “Grant Date”), pursuant to the 2005 Stock
Incentive Plan (the “Plan”) of Hawaiian Holdings, Inc. (the “Company”),
the Plan’s administrative committee (the “Committee”) hereby grants to you hereby
grants to you [          ]
restricted shares of Common Stock (“Award”), subject to the following terms and
conditions.


 


This Award is also 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
difference between this letter and the terms of the Plan, the terms of the Plan
will control.  All capitalized terms used
herein have the meanings set forth herein or in the Plan, as applicable.


 


Subject to your continued
employment with the Company, including its Subsidiaries, the restrictions on
your Award shall lapse and your Award will become vested, as follows:


 


·                  [On the first anniversary of the Grant Date, the
restrictions shall lapse with respect to one-fifth of the Award (        
shares);


·                  On
the second anniversary of the Grant Date, the restrictions shall lapse with
respect to an additional one-fifth of the Award (        
shares);


·                  On
the third anniversary of the Grant Date, the restrictions shall lapse with
respect to an additional one-fifth of the Award (        
shares);


·                  On
the fourth anniversary of the Grant Date, the restrictions shall lapse with
respect to an additional one-fifth of the Award (        
shares); and


·                  On
the fifth anniversary of the Grant Date, the restrictions shall lapse with
respect to the final one-fifth of the Award (        
shares).]*


 


Except as otherwise
provided by the Committee, any portion of your Award for which the restrictions
have not lapsed as of the date of your termination of employment (for any
reason) with the Company or its Subsidiaries will be totally and permanently
forfeited without further compensation.


 


You will receive
certificate(s) for the restricted shares designating you as the registered
owner, such certificates may bear an appropriate legend referring to the terms,
conditions and restrictions applicable to your Award.  Upon such receipt, you agree to deliver the
certificate(s) together with a signed and undated stock power to the
Company or the Company’s designee authorizing the Committee to transfer title
to the certificate(s) representing any restricted shares that are
forfeited under the terms of the Plan or this letter, to the Company in the
event that your employment with the Company should terminate prior to the lapse
of the restrictions.


 


Subject to the terms and
conditions of the Plan, you shall have all the rights of a shareholder of the
Company with respect to your shares of Restricted Stock, including, without
limitation, the right to vote such shares and the right to receive all
dividends or other distributions made with respect to such shares.  If any such dividends or distributions are
paid in Common Stock, such Common Stock shall be subject to the same forfeiture
restrictions as the underlying 


 






* Vesting can be
altered as appropriate.


 

















 


Restricted Stock;
however, all dividends or distributions other distributions made with respect
to such shares that are paid in cash shall be paid to you free of any further
forfeiture restrictions.


 


At the time that the
restrictions lapse (or if you make a so-called 83(b) election), you must
make appropriate arrangements with the Company concerning withholding of any
taxes that may be due with respect to such Common Stock.  You may tender cash payment to the Company in
an amount equal to the required withholding or request the Company retain the
number of shares of Common Stock whose fair market value equals the amount to
be withheld.  As promptly thereafter as
possible, the Company will issue certificates for the shares released from
restrictions.


 


The Company may impose
any conditions on the Award as it deems necessary or advisable to ensure that
all rights granted under the Plan satisfy 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 any regulation of any governmental  authority or national securities exchange.


 


The construction and
interpretation of any provision of this Award or the Plan shall be final and
conclusive when made by the Committee.


 


Nothing in this letter
shall confer on you the right to continue in the service of the Company or its
Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries to terminate your service at any time.


 


Please sign and return a
copy of this letter to Aileen H. Nonaka, Senior Director, Employee Benefits &
Compensation, Telephone: (808) 835-3640; Facsimile: (808) 835-3692; Email:
aileen.nonaka@hawaiianair.com.  Your
acknowledgement must be returned within thirty (30) days; otherwise, the Award
will lapse and become null and void.  Your
signature will also acknowledge that you have received and reviewed the Plan,
and that you agree to be bound by the applicable terms of that document.


 


 


	
  Very truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HAWAIIAN HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND ACCEPTED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name of Recipient:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Enclosure:      (Copy
  of Plan)