Exhibit
10.14


 


[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 a
non-qualified stock option (“Option”) to purchase  [          ]
shares of the Company’s Common Stock (“Award”) at an exercise price of $[    .    ]
per share (the “Exercise Price”), 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, your Award will vest
and become exercisable as follows:


 


·                  [On the first anniversary of the Grant Date, one-fifth of
the Award (         shares) will vest
and become exercisable;


·                  On
the second anniversary of the Grant Date, an additional one-fifth of the Award
(         shares) will vest and become
exercisable;


·                  On
the third anniversary of the Grant Date, an additional one-fifth of the Award (        
shares) will vest and become exercisable;


·                  On
the fourth anniversary of the Grant Date, an additional one-fifth of the Award
(         shares) will vest and become
exercisable; and


·                  On
the fifth anniversary of the Grant Date, the final one-fifth of the Award (        
shares) will vest and become exercisable.]*


 


In addition to the vesting
schedule provided above, the following enhanced vesting provision shall also apply
to your Award.  In the event that during
your service with the Company, a “Change in Control” (as defined below in Exhibit A)
occurs, then your entire Award will become fully vested and exercisable.


 


Subject to the terms of
the Plan and your continued employment through such date, any vested and
exercisable portion of the Option will remain available for purchase until the [tenth] anniversary of the Grant Date (the “Expiration Date”).  However, except as specified below, this
Option will terminate immediately if you cease to be employed by the Company or
its Subsidiaries for any reason.  Unless
otherwise provided by the Committee, any portion of your Award that is not vested
and exercisable on the date of your termination of employment with the Company
and its Subsidiaries shall be forfeited with no further compensation due to
you.


 


If your employment with
the Company or its Subsidiaries terminates prior to the Expiration Date due to
your death or disability, this Option, to the extent it is exercisable upon
your termination, will remain exercisable by you, your personal representative
or the persons who acquire the right to exercise this Option by bequest or
inheritance, as applicable, until the earlier of the end of the twelve-month
period immediately following your death or disability, or 


 






* Vesting can be
altered as appropriate.


 

















 


the Expiration Date.  Unless otherwise provided by the Committee,
this Option shall be forfeited with no further compensation due to you to the
extent not exercised within such period.


 


If the Company or its
Subsidiaries terminates your employment for “Cause” (as defined below in Exhibit A)
prior to the Expiration Date, then any unexercised portion of this Option,
regardless of whether such portion is vested or exercisable, shall be forfeited
with no further compensation due to you, unless otherwise provided by the
Committee


 


If your employment with
the Company or its Subsidiaries is terminated for any other reason, prior to
the Expiration Date, this Option, to the extent it is exercisable upon your
termination of employment, will remain exercisable until the earlier of the end
of the thirty day period immediately following your termination of employment
or the Expiration Date.  Unless otherwise
provided by the Committee, this Option shall be forfeited with no further
compensation due to you to the extent not exercised within such period.


 


The Option is
nontransferable other than by will or the laws of lineal descent; provided
however, that during your lifetime, you may transfer the Option, without
consideration, to immediate family members, to trusts for the benefit of such
immediate family members or to partnerships in which such family members are
the only partners.


 


All or any part of your
exercisable Option may be exercised by you upon: (a) your written notice
to the Company of exercise; (b) your payment of the total Exercise Price
in any manner provided for under the terms of the Plan or as provided by the
Committee; and (c) your making appropriate arrangements with the Company
concerning withholding of any taxes that may be due with respect to such
exercise.


 


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 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)

  	
   

  
	
   

  	
   

  	
  (Exhibit A —
  Definitions)

  	
   

  
						



 

















 


Exhibit A


 


I.                                         “Cause”
shall have the meaning afforded such term in any written employment agreement
between you and the Company, provided that, if no such written employment
agreement exists, Cause shall mean (a) you have engaged in gross
misconduct or gross negligence resulting in material harm to the Company in
carrying out your duties to the Company, (b) you embezzle any amount of
the Company’s assets, (c) you are convicted (including a plea of guilty or
nolo contendere) of a felony involving moral turpitude, (d) your breach of
any written policy of the Company or any written covenant contained in any
agreement entered into between you and the Company, or (e) your willful
and material failure to follow the lawful instructions of the Company’s Board
or of your direct superior.  No act, or
failure to act, on your part shall be considered “willful” unless done, or
omitted to be done, by you in bad faith and without reasonable belief that your
action or omission was in the best interest of the Company.


 


II.                                     “Change
in Control” shall mean:


 


A.                                   the
acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of more than 50% of the combined voting power of the voting
securities of the Company entitled to vote generally in the election of
directors (the “Voting Securities”); provided, however, that the following
acquisitions shall not constitute a Change in Control: (a) any
acquisition, directly or indirectly by or from the Company or any subsidiary of
the Company, or by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any subsidiary of the Company, or (b) any
acquisition by any corporation if, immediately following such acquisition, 50%
or more of the then outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting securities of such
corporation (entitled to vote generally in the election of directors), are
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who, immediately prior to such acquisition, were the
beneficial owners of the then outstanding common stock of the Company (“Common
Stock”) and the Voting Securities in substantially the same proportions,
respectively, as their ownership, immediately prior to such acquisition, of the
Common Stock and Voting Securities; or


 


B.                                     the
occurrence of a reorganization, merger or consolidation, other than a
reorganization, merger or consolidation with respect to which all or
substantially all of the individuals and entities who were the beneficial
owners, immediately prior to such reorganization, merger or consolidation, of
the Common Stock and Voting Securities beneficially own, directly or
indirectly, immediately after such reorganization, merger or consolidation 50%
or more of the then outstanding common stock and voting securities (entitled to
vote generally in the election of directors) of the corporation resulting from
such reorganization, merger or consolidation in substantially the same
proportions as their respective ownership, immediately prior to such
reorganization, merger or consolidation, of the Common Stock and Voting
Securities; or


 

















 


C.                                     the
occurrence of (a) a complete liquidation or substantial dissolution of the
Company, or (b) the sale or other disposition of all or substantially all
of the assets of the Company, in each case other than to a subsidiary,
wholly-owned, directly or indirectly, by the Company or to a holding company of
which the Company is a direct or indirect wholly owned subsidiary prior to such transaction; or


 


D.                                    during any period of twelve (12) consecutive
months, the individuals at the beginning of any such period who constitute the
Board and any new director (other than a director designated by a person or
entity who has entered into an agreement with the Company or other person or
entity to effect a transaction described above) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of any such period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority of the Board.