Exhibit 10.16


 


[HAWAIIAN
HOLDINGS, INC. LETTERHEAD]


 


February 29, 2008


 


[NAME & ADDRESS]


 


Dear [NAME]:


 


Pursuant to the Hawaiian
Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”), the Plan’s
administrative committee (the “Committee”) hereby grants to you the right to
receive                     
shares of Common Stock, par value $0.01 (the “Deferred Shares” or the “Award”),
subject to the conditions described in this letter.


 


The Deferred Shares are
not actual shares of Common Stock, but a promise to deliver actual shares in
the future and are credited to an unfunded bookkeeping account maintained by
the Company.  The Deferred Shares are
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 the Plan 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 with the Company, including its Subsidiaries, the Deferred Shares
shall vest as follows:


 


·                  On
March 1, 2009, one-third of the Award ([          ]
shares) will vest;


·                  On
March 1, 2010, an additional one-third of the Award ([          ]
shares) will vest; and


·                  On
March 1, 2011, the final one-third of the Award ([          ]
shares) will vest.


 


The vested portion of
your Award will be delivered to you on the applicable “Payment Date,” as
defined below.   Notwithstanding the foregoing, if
you are terminated for “Cause” (as such term is defined below in Exhibit A)
prior to delivery of the Award, then your Award will be forfeited immediately
with no further compensation due to you.


 


Any dividends paid on the
stock underlying the Deferred Shares, whether in stock or in cash, shall be
credited to additional Deferred Shares, which will be subject to the same
conditions as the Deferred Shares.


 


Payment of any portion of
your Award will be made within 90 days of the first to occur of the
following:  (a) March 1, 2011; (b) the
date of your death; (c) the date on which you suffer a “Disability” (as
such term is defined below in Exhibit A); or (d) “Change in Control”
(as such term is defined below in Exhibit A) of the Company  (as applicable, the “Payment Date”).  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 delivery of the Deferred
Shares, provided that you (or your beneficiary or estate, if applicable) must
give written notice to the Company of such election on or prior to September 1,
2010.  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, the
Company will issue certificates for the shares of Common Stock, as promptly as
possible after satisfaction of the required tax withholding.  Additionally, on each vesting date, you must
make arrangements with the Company to satisfy any employment taxes that may be
due upon the vesting of the Award.


 


Except as set forth
above, you will have no shareholder rights with respect to the Deferred Shares
until the applicable Payment Date.  The
Company may impose any conditions on the Deferred Shares 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 Committee may amend
the terms of this Award to the extent it deems appropriate to carry out the
terms of the Plan.  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 employment of the Company or
its Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries to terminate your employment at any time.


 


You should sign and
return a copy of this letter to Hoyt Zia, the Company’s General Counsel.  Your acknowledgement must be returned within
ninety (90) days, otherwise, the Award will lapse and become null and void.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  HAWAIIAN HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND
  ACCEPTED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Enclosure (Copy of
  Plan)

  	
   

  
				



 


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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, (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 (c) any acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) which, in the reasonable determination of
the Board (excluding members of the Board appointed by reason of such
acquisition), does not represent a Change in Control; 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 a majority 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.


 

















 


III.                                 “Disability”
shall mean you are either (i) unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment,
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) by reason of any
medically determinable physical or mental impairment, which can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three (3) months under
an accident and health plan maintained by the Company.


 


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