HAWAIIAN HOLDINGS INC (Form: 8-K, Received: 05/28/2015 17:03:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of t he Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 21, 2015

HAWAIIAN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-31443	71-0879698
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

(Address of principal executive offices, including zip code)

(808) 835-3700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

Officer Appointment

On May 21, 2015, Shannon Okinaka was appointed Executive Vice President and Chief Financial Officer of Hawaiian Holdings, Inc. (the “Company”) and its wholly-owned subsidiary, Hawaiian Airlines, Inc. (“Hawaiian”), effective immediately. Ms. Okinaka had been serving as Senior Vice President and Interim Chief Financial Officer of the Company and Hawaiian since January 12, 2015, as disclosed in the Current Report on Form 8-K filed by the Company on January 14, 2015.

(e)

Compensatory Arrangement with Shannon Okinaka

In connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Okinaka’s base salary was increased to $375,000 per year and her target annual bonus percentage was increased to 75%. Ms. Okinaka was also granted 12,346 restricted stock units (“RSUs”). Vesting of fifty percent of the RSUs is time-based and will vest ratably over three years from the grant date, and vesting of the remaining fifty percent of the RSUs is performance based and will vest, to the extent the performance metrics have been achieved, on the third anniversary of the grant date.

Cash Retention Bonus to Peter Ingram

On May 21, 2015, the Compensation Committee of the Board of Directors of the Company approved a cash retention bonus of $500,000 to Peter Ingram, payable as a single lump sum on April 1, 2018, subject to his continued employment with the Company through March 1, 2018 (the “Cash Retention Bonus”). In the event that Mr. Ingram’s employment is terminated by the Company before March 1, 2018 under circumstances that would otherwise entitle Mr. Ingram to severance benefits under his employment agreement with the Company, then Mr. Ingram will be entitled to a pro-rated portion of the Cash Retention Bonus. If a Change of Control of the Company, as that term is defined in Mr. Ingram’s employment agreement, occurs prior to March 1, 2018, Mr. Ingram will be entitled to the full Cash Retention Bonus.

2015 Stock Incentive Plan

On May 21, 2015, at the 2015 Annual Meeting of Stockholders, the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) was approved by the Company’s stockholders. The Board of Directors of the Company previously approved the 2015 Plan subject to approval of the Company's stockholders. Detailed summaries of the 2015 Plan are set forth in the Company’s proxy statement for its 2015 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 10, 2015, in the supplement to the Company’s proxy statement filed on May 12, 2015 and in the Current Report on Form 8-K filed on May 12, 2015. The foregoing and the summaries contained in the proxy statement, the supplement to the proxy statement and the Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the full text of the 2015 Plan, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference. Grants under the plan will be made pursuant to the Company’s forms of Restricted Stock Unit Agreement, Performance Stock Unit Agreement and Stock Option Agreement, which are filed hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.


Item 5.07	Submission of Matters to a Vote of Security Holders.

On May 21, 2015, the Company held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., local time, at the Interisland Conference Center, 7 ^th Floor of the Interisland Terminal, Honolulu International Airport, 400 Rodgers Boulevard, Honolulu, HI 96819, for the following purposes:


Proposal No. 1	To elect eight directors from among the nominees described in the Company’s 2015 proxy statement filed with the Securities and Exchange Commission on April 10, 2015.


Proposal No. 2	To ratify Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.


Proposal No. 3	To approve the Company’s 2015 Stock Incentive Plan.


Proposal No. 4	To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2015 proxy statement filed with the Securities and Exchange Commission on April 10, 2015.

Only stockholders of record at the close of business on March 23, 2015, the record date, were entitled to vote at the Annual Meeting. At the record date, 54,716,379 shares of Common Stock and three shares of Special Preferred Stock were issued and outstanding. Each share of Common Stock and Special Preferred Stock was entitled to one vote. The Company had no other class of voting securities outstanding and entitled to vote at the meeting. A total of 49,539,831 shares, or 90.54% of total shares outstanding, were voted representing a quorum of stockholders entitled to vote at the meeting for the transaction of business.

RESULTS OF THE STOCKHOLDER VOTE:

Proposal No. 1 Election of Directors



Proposal	Votes For	Votes Withheld	Broker Non-Votes	Outcome

Election of Gregory S. Anderson	37,150,853	939,953	11,449,025	Elected

Election of Mark B. Dunkerley	37,436,536	654,270	11,449,025	Elected

Election of Lawrence S. Hershfield	37,399,250	691,556	11,449,025	Elected

Election of Zac S. Hirzel	36,863,156	1,227,650	11,449,025	Elected

Election of Randall L. Jenson	37,123,384	967,422	11,449,025	Elected

Election of Tomoyuki Moriizumi	37,199,019	891,787	11,449,025	Elected

Election of Crystal K. Rose	37,349,448	741,358	11,449,025	Elected

Election of Richard N. Zwern	37,338,591	752,215	11,449,025	Elected

Proposal No. 2 Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.



Votes For	Votes Against	Votes Abstaining	Broker Non-Votes	Outcome

48,585,067	446,953	507,811	0	Approved

Proposal No. 3 Approval of the 2015 Stock Incentive Plan.



Votes For	Votes Against	Votes Abstaining	Broker Non-Votes	Outcome

34,660,596	2,941,098	489,112	11,449,025	Approved

Proposal No. 4 Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the Company’s 2015 proxy statement filed with the Securities and Exchange Commission on April 10, 2015.



Votes For	Votes Against	Votes Abstaining	Broker Non-Votes	Outcome

36,803,170	686,976	600,660	11,449,025	Approved

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


10.1	Hawaiian Holdings, Inc. 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Hawaiian Holdings, Inc. on May 12, 2015).


10.2	Form of Hawaiian Holdings, Inc. Restricted Stock Unit Agreement.


10.3	Form of Hawaiian Holdings, Inc. Performance Restricted Stock Unit Agreement.


10.4	Form of Hawaiian Holdings, Inc. Stock Option Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		HAWAIIAN HOLDINGS, INC.

Date: May 28, 2015	By:	/s/ Hoyt H. Zia
		Hoyt H. Zia Secretary

EXHIBIT INDEX


10.1	Hawaiian Holdings, Inc. 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Hawaiian Holdings, Inc. on May 12, 2015).


10.2	Form of Hawaiian Holdings, Inc. Restricted Stock Unit Agreement.


10.3	Form of Hawaiian Holdings, Inc. Performance Restricted Stock Unit Agreement.


10.4	Form of Hawaiian Holdings, Inc. Stock Option Agreement.

Exhibit 10.2

HAWAIIAN HOLDINGS, INC.

2015 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT AND RESTRICTED STOCK UNIT AGREEMENT

Terms defined in the Hawaiian Holdings, Inc. 2015 Stock Incentive Plan (the “ Plan ”) will have the same defined meanings in this Restricted Stock Unit Agreement, including the Notice of Restricted Stock Unit Grant (the “ Notice of Grant ”), the Terms and Conditions of Restricted Stock Unit Grant, and all appendices and exhibits to these documents (all together, the “ Agreement ”).

Participant has been granted this Restricted Stock Unit Grant with terms below and subject to the terms and conditions of the Plan and this Agreement, as follows:



Participant

Grant Number

Grant Date

Vesting Start Date

Numbers of Shares Granted

Vesting Schedule:

Unless the vesting is accelerated, the Restricted Stock Units will vest on the following schedule as long as Participant continues to be a Service Provider through each such date:


•	[●] % of the Restricted Stock Unit Grant ( [●] Restricted Stock Units) will vest on [DATE],


•	[●] % of the Restricted Stock Unit Grant ( [●] Restricted Stock Units) will vest on [DATE], and


•	[●] % of the Restricted Stock Unit Grant ( [●] Restricted Stock Units) will vest on [DATE].

Except as set forth on Appendix A , if Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the unvested Restricted Stock Units will immediately terminate.

Participant’s signature below indicates that:


(i)	He or she agrees that this Restricted Stock Unit Grant is granted under and governed by the terms and conditions of the Plan and this Agreement, including their exhibits and appendices.


(ii)	He or she understands that the Company is not providing any tax, legal or financial advice and is not the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of Shares.


(iii)	He or she has reviewed the Plan and this Agreement, has had an opportunity to obtain the advice of personal tax, legal and financial advisors prior to signing this Agreement and fully understands all provisions of the Plan and Agreement. He or she will consult with his or her own personal tax, legal and financial advisors before taking any action related to the Plan.


(iv)	He or she has read and agrees to each provision of Section 10 of this Agreement.


(v)	He or she will notify the Company of any change to the contact address below.

PARTICIPANT




Signature

Address:

APPENDIX A

EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

1. Grant . The Company grants the Participant a Restricted Stock Unit Grant as described on the Notice of Grant. If there is a conflict between the Plan, Agreement, or any other agreement with Participant governing such Award, the forgoing document will take precedence in the following order: (a) the Plan, (b) the Agreement, and (c) any other agreement the Participant governing this Award.

2. Company’s Obligation to Pay . Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units have vested in the manner set forth in Sections 3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, the Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any obligations for Tax-Related Items (as defined in Section 7). Subject to the provisions of Section 4 and Section 7, vested Restricted Stock Units will be paid in whole Shares as soon as practicable after vesting, but in each such case within the period 60 days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Restricted Stock Units payable under this Agreement.

3. Vesting Schedule . The Restricted Stock Units will only vest under the Vesting Schedule on the Notice of Grant or as set out in Section 4 of this Agreement. Restricted Stock Units scheduled to vest on a date or upon the occurrence of a condition will not vest Participant unless Participant continues to be a Service Provider beginning on the Grant Date through the date that the vesting is scheduled to occur. The Administrator may modify the vesting schedule under Section 11 of the Plan if Participant takes a leave of absence or has a reduction in hours worked.

4. Administrator Discretion . The Administrator, in its discretion, may accelerate the vesting of any portion of the Restricted Stock Units at any time, subject to the terms of the Plan. In that case, the Restricted Stock Units will be vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 4 will be paid at a time or in a manner that is exempt from, or complies with, Section 409A.

5. Forfeiture upon Termination of Status as a Service Provider . Any Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider will cease vesting and will revert to the Plan on the 30th day following the Termination of Status Date. The date of Participant’s termination as a Service Provider is detailed in Section 3(d) of the Plan.

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 the administrator or executor of Participant’s estate or, if the Administrator permits, Participant’s designated beneficiary. 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 Obligations .

(a) Tax Withholding.

(i) No Shares will be issued to Participant until satisfactory arrangements (as determined by the Administrator) have been made by Participant for the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“ Tax-Related Items ”) that the Administrator determines must be withheld. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3

or 4 or Tax-Related Items related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

(ii) Participant may elect to personally satisfy any Tax-Related Items, provided that Participant (or Participant’s beneficiary or estate, if applicable) must give written notice to the Company of such election on or prior to each vesting date. If no such election has been made timely, the Company will satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant.

(iii) Further, if Participant is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Company and/or Participant’s Employer (the “ Employer ”), or former employer may withhold or account for tax in greater than one jurisdiction.

(b) Code Section 409A .

(i) If the vesting of any portion of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A) and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the 6-month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the first day after the end of the 6-month period.

(ii) If the termination as a Service Provider is due to death, the delay under Section 7(b)(i) will not apply. If Participant dies following his or her termination as a Service Provider, the delay under Section 7(b)(i) will be disregarded and the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death.

(iii) All payments and benefits under this Restricted Stock Unit Grant are intended to be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units or Shares issuable upon the vesting of Restricted Stock Units will be subject to the additional tax imposed under Section 409A the Company and Participant intend that any ambiguities be interpreted so that the Restricted Stock Units are exempt from or comply with Section 409A.

(iv) Each payment under these Restricted Stock Units is intended to be a separate payment as described in Treasury Regulations Section 1.409A-2(b)(2).

8. Forfeiture or Clawback . The Restricted Stock Units (including any proceeds, gains or other economic benefit received by the Participant from a subsequent sale of Shares issued upon vesting) will be subject to any compensation recovery or clawback policy adopted to comply with the requirements of Applicable Laws.

9. Rights as Stockholder . Participant’s rights as a stockholder of the Company, including as to voting Shares and the receipt of dividends and distributions on such Shares will not begin until certificates representing Shares have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant.

10. Miscellaneous

(a) Address for Notices . Any notice to be given to the Company under the terms of this Agreement must be addressed to the Company at Hawaiian Holdings, Inc., 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819, until the Company designates another address in writing.

(b) Non-Transferability of Restricted Stock Units . The Restricted Stock Units may not be transferred other than by will or the laws of descent or distribution.

(c) Binding Agreement . If any Restricted Stock Units are transferred, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties to this Agreement.

(d) Additional Conditions to Issuance of Stock . If the Company determines that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to, Participant (or his or her estate), issuance will occur until such condition has been satisfied in a manner acceptable to the Company. The Company will try to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

(e) Captions . Captions provided in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

(f) Agreement Severable . If any provision of this Agreement is held invalid or unenforceable, that provision will be severed from the remaining provisions of this Agreement and the invalidity or unenforceability will have no effect on the remainder of the Agreement.

(g) Modifications to the Agreement . Modifications to this Agreement or the Plan can be made only in an express written contract (including a unilateral contract) executed by a duly authorized officer of the Company. The Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection to these Restricted Stock Units, and to comply with other Applicable Laws.

(h) Choice of Law; Choice of Forum. The Plan, all Awards and all determinations made and actions taken under the Plan, to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law. For purposes of litigating any dispute that arises under this Plan, a Participant's acceptance of an Award is his or her consent to the jurisdiction of the State of Delaware, and agree that any such litigation will be conducted in Delaware Court of Chancery, or the federal courts for the United States for the District of Delaware, and no other courts, regardless of where a Participant's services are performed.

(i) Entire Agreement . This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise the Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to these Restricted Stock Units.

(j) Waiver . Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other Participant.

Exhibit 10.3

HAWAIIAN HOLDINGS, INC.

2015 STOCK INCENTIVE PLAN

NOTICE OF PERFORMANCE STOCK UNIT GRANT AND PERFORMANCE STOCK UNIT AGREEMENT

Terms defined in the Hawaiian Holdings, Inc. 2015 Stock Incentive Plan (the “ Plan ”) will have the same defined meanings in this Performance Stock Unit Agreement, including the Notice of Performance Stock Unit Grant (the “ Notice of Grant ”), the Terms and Conditions of Performance Stock Unit Grant, and all appendices and exhibits to these documents (all together, the “ Agreement ”).

Participant has been granted this Performance Stock Unit Grant with terms below and subject to the terms and conditions of the Plan and this Agreement, as follows:



Participant

Grant Number

Grant Date

Target Number of Shares Granted

Performance Period

Vesting Schedule:

Unless the vesting is accelerated, the Performance Stock Units will vest based upon achievement of performance goals set forth in and in accordance with the Performance Matrix, attached hereto as Appendix B . The maximum number of Performance Stock Units that could be earned under this Agreement is [●]

Except as set forth on Appendix A , If Participant ceases to be a Service Provider for any or no reason before Participant vests in the Performance Stock Units, the unvested Performance Stock Units will immediately terminate.

Participant’s signature below indicates that:


(i)	He or she agrees that this Performance Stock Unit Grant is granted under and governed by the terms and conditions of the Plan and this Agreement, including their exhibits and appendices.


(ii)	He or she understands that the Company is not providing any tax, legal or financial advice and is not the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of Shares.


(iii)	He or she has reviewed the Plan and this Agreement, has had an opportunity to obtain the advice of personal tax, legal and financial advisors prior to signing this Agreement and fully understands all provisions of the Plan and Agreement. He or she will consult with his or her own personal tax, legal and financial advisors before taking any action related to the Plan.


(iv)	He or she has read and agrees to each provision of Section 10 of this Agreement.


(v)	He or she will notify the Company of any change to the contact address below.

PARTICIPANT




Signature

Address:

APPENDIX A

APPENDIX B

PERFORMANCE MATRIX

The Performance Metric is [●].

The Award will vest to the extent earned [●].

EXHIBIT A

TERMS AND CONDITIONS OF PERFORMANCE STOCK UNIT GRANT

1. Grant . The Company grants the Participant a Performance Stock Unit Grant as described on the Notice of Grant. If there is a conflict between the Plan, Agreement, or any other agreement with Participant governing such Award, the forgoing document will take precedence in the following order: (a) the Plan, (b) the Agreement, and (c) any other agreement the Participant governing this Award.

2. Company’s Obligation to Pay . Each Performance Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Performance Stock Units have vested in the manner set forth in Sections 3 or 4, Participant will have no right to payment of any such Performance Stock Units. Prior to actual payment of any vested Performance Stock Units, the Performance Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Performance Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any obligations for Tax-Related Items (as defined in Section 7). Subject to the provisions of Section 4 and Section 7, vested Performance Stock Units will be paid in whole Shares as soon as practicable after vesting, but in each such case within the period 60 days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Performance Stock Units payable under this Agreement.

3. Vesting Schedule . The Performance Stock Units will only vest under the Vesting Schedule on the Notice of Grant or as set out in Section 4 of this Agreement. Performance Stock Units scheduled to vest on a date or upon the occurrence of a condition will not vest Participant unless Participant continues to be a Service Provider beginning on the Grant Date through the date that the vesting is scheduled to occur. The Administrator may modify the vesting schedule under Section 11 of the Plan if Participant takes a leave of absence or has a reduction in hours worked.

4. Administrator Discretion . The Administrator, in its discretion, may accelerate the vesting of any portion of the Performance Stock Units at any time, subject to the terms of the Plan. In that case, the Performance Stock Units will be vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 4 will be paid at a time or in a manner that is exempt from, or complies with, Section 409A.

5. Forfeiture upon Termination of Status as a Service Provider . Any Performance Stock Units that have not vested as of the time of Participant’s termination as a Service Provider will cease vesting and will revert to the Plan on the 30th day following the Termination of Status Date. The date of Participant’s termination as a Service Provider is detailed in Section 3(d) of the Plan.

7. Tax Obligations .

(a) Tax Withholding.

hereunder at the time any applicable Performance Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Stock Units otherwise are due, Participant will permanently forfeit such Performance Stock Units and any right to receive Shares thereunder and the Performance Stock Units will be returned to the Company at no cost to the Company.

(b) Code Section 409A .

(i) If the vesting of any portion of the Performance Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A) and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Performance Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the 6-month period following Participant’s termination as a Service Provider, then the payment of such accelerated Performance Stock Units will not be made until the first day after the end of the 6-month period.

(ii) If the termination as a Service Provider is due to death, the delay under Section 7(b)(i) will not apply. If Participant dies following his or her termination as a Service Provider, the delay under Section 7(b)(i) will be disregarded and the Performance Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death.

(iii) All payments and benefits under this Performance Stock Unit Grant are intended to be exempt from, or comply with, the requirements of Section 409A so that none of the Performance Stock Units or Shares issuable upon the vesting of Performance Stock Units will be subject to the additional tax imposed under Section 409A the Company and Participant intend that any ambiguities be interpreted so that the Performance Stock Units are exempt from or comply with Section 409A.

(iv) Each payment under these Performance Stock Units is intended to be a separate payment as described in Treasury Regulations Section 1.409A-2(b)(2).

8. Forfeiture or Clawback . The Performance Stock Units (including any proceeds, gains or other economic benefit received by the Participant from a subsequent sale of Shares issued upon vesting) will be subject to any compensation recovery or clawback policy adopted to comply with the requirements of Applicable Laws.

10. Miscellaneous

(b) Non-Transferability of Performance Stock Units . The Performance Stock Units may not be transferred other than by will or the laws of descent or distribution.

(c) Binding Agreement . If any Performance Stock Units are transferred, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties to this Agreement.

(e) Captions . Captions provided in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

(g) Modifications to the Agreement . Modifications to this Agreement or the Plan can be made only in an express written contract (including a unilateral contract) executed by a duly authorized officer of the Company. The Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection to these Performance Stock Units, and to comply with other Applicable Laws.

Exhibit 10.4

HAWAIIAN HOLDINGS, INC.

2015 STOCK INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

Terms defined in the Hawaiian Holdings, Inc. 2015 Stock Incentive Plan (the “ Plan ”) will have the same defined meanings in this Stock Option Agreement, including the Notice of Stock Option Grant (the “ Notice of Grant ”), Terms and Conditions of Stock Option Grant, and all appendices and exhibits to these documents (all together, the “ Agreement ”).

Participant has been granted an Option with the terms below and subject to the terms and conditions of the Plan and this Agreement:



Participant

Grant Number

Grant Date

Numbers of Shares Granted

Exercise Price per Share

Total Exercise Price

Type of Option			Incentive Stock Option

			Nonstatutory Stock Option

Expiration Date

Vesting Schedule :

Unless the vesting is accelerated, this Option will be exercisable to the extent vested on the following schedule as long as Participant continues to be a Service Provider through each such date:


•	On [DATE], [●] of the Option ([●] Shares) will vest and become exercisable;


•	On [DATE], [●] of the Option ([●] Shares) will vest and become exercisable;


•	On [DATE], [●] of the Option ([●] Shares) will vest and become exercisable;


•	On [DATE], [●] of the Option ([●] Shares) will vest and become exercisable; and


•	On [DATE], [●] of the Option ([●] Shares) will vest and become exercisable.

Except as set forth on Appendix A , if Participant ceases to be a Service Provider for any or no reason before Participant fully vests in the Option, the unvested portion of the Option will immediately terminate.

- 1 -

Exercise of Option :

(a)

If Participant’s status as a Service Provider is terminated for Cause, the entire Option will terminate on the Terminaton of Status Date. If Participant dies or the termination of status as a Service Provider is due to a Disability, the vested portion of this Option will be exercisable for 12 months after the Termination of Status Date. For any other Termination of Status, the vested portion of this Option will only be exercisable for 30 days after the Termination of Status Date. For purposes of this subsection (a), “ Cause ” shall have the meaning afforded such term in any written employment agreement between Participant and the Company or any member of the Company Group, provided that, if no such written employment agreement exists, Cause shall mean (a) Participant has engaged in gross misconduct or gross negligence resulting in material harm to the Company in carrying out Participant’s duties to the Company or any member of the Company Group, (b) Participant embezzles any amount of the assets of the Company or another member of the Company Group, (c) Participant is convicted (including a plea of guilty or nolo contendere) of a felony involving moral turpitude, (d) Participant’s breach of any written policy of the Company (or any member of the Company Group) or any written covenant contained in any agreement entered into between Participant and the Company (or any member of the Company Group), or (e) Participant’s willful and material failure to follow the lawful instructions of the Board or of Participant’s direct superior. No act, or failure to act, on Participant’s part shall be considered “willful” unless done, or omitted to be done, by Participant in bad faith and without reasonable belief that Participant’s action or omission was in the best interest of the Company.


(b)	If there is a Change in Control or merger of the Company, Section 14 of the Plan may cause further limitations to the Option’s exercisability.


(c)	The Option will not be exercisable after the Expiration Date, unless Section 4(g) of the Plan, which tolls expiration in very limited cases when there are legal restrictions on exercise, permits later exercise.

Participant’s signature below indicates that:


(i)	He or she agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Agreement, including their exhibits and appendices.


(ii)	He or she understands that the Company is not providing any tax, legal or financial advice and is not making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of Shares.


(iii)	He or she has reviewed the Plan and this Agreement, has had an opportunity to obtain the advice of personal tax, legal and financial advisors prior to signing this Agreement and fully understands all provisions of the Plan and Agreement. He or she will consult with his or her own personal tax, legal and financial advisors before taking any action related to the Plan.


(iv)	He or she has read and agrees to each provision of Section 11 of this Agreement.


(v)	He or she will notify the Company of any change to the contact address below.

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Signature

Address:

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APPENDIX A

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EXHIBIT A

TERMS AND CONDITIONS OF STOCK OPTION GRANT

1. Grant of Option . The Company grants Participant an Option to purchase Shares of Common Stock as described on the Notice of Grant. If there is a conflict between the Plan, Agreement, or any other agreement with Participant governing such Option, the forgoing document will take precedence in the following order: (a) the Plan, (b) the Agreement, and (c) any other agreement the Participant governing this Option.

If the Notice of Grant designates this Option as an Incentive Stock Option (“ ISO ”), this Option is intended to qualify as an ISO under Code Section 422. Even if this Option is designated an Incentive Stock Option, to the extent it first become exercisable as to more than $100,000 in any calendar year, the portion in excess of $100,000 is not an ISO under Code Section 422(d) and that portion will be a Nonstatutory Stock Option (“ NSO ”). If there is any other reason this Option (or a portion of it) will not qualify as an ISO, to the extent of such nonqualification the Option will be an NSO. Participant understands that he or she will have no recourse against the Administrator, any member of the Company Group, or any officer or director of a member of the Company Group if his option is not an ISO.

2. Vesting Schedule . The Option will only be exercisable (also referred to as vested) under the Vesting Schedule on the Notice of Grant or as set out in Section 3 of this Agreement. Shares scheduled to vest on a date or upon the occurrence of a condition will not vest unless Participant continues to be a Service Provider beginning on the Grant Date through the date that the vesting is scheduled to occur. The Administrator may modify the vesting schedule under Section 11 of the Plan if Participant takes a leave of absence or has a reduction in hours worked.

3. Administrator Discretion . The Administrator may accelerate the vesting of any portion of the Option. In that case, the Option will be vested as of the date specified by the Administrator.

4. Forfeiture upon Termination of Status as a Service Provider . Any unvested Shares subject to the Option that have not vested as of the time of Participant’s termination as a Service Provider immediately will cease vesting and will revert to the Plan on the 30 ^th day following the Termination of Status Date. The date of Participant’s termination as a Service Provider is detailed in Section 3(c) of the Plan.

5. Death of Participant . Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to the administrator or executor of Participant’s estate or, if the Administrator permits, Participant’s designated beneficiary. 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.

6. Exercise of Option .

(a) Right to Exercise . This Option may be exercised only before its Expiration Date and only under the Plan and this Agreement.

(b) Method of Exercise . To exercise this Option, Participant must deliver and the Administrator must receive an exercise notice according to procedures determined by the Administrator. The exercise notice must:

(i) State the number of Shares as to which the Option is being exercised (“ Exercised Shares ”),

(ii) Make any representations or agreements required by the Company,

(iii) Be accompanied by a payment of the total Exercise Price for all Exercised Shares,

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(iv) Be accompanied by a payment of all required Tax-Related Items (defined in Section 8(a)) for all Exercised Shares.

On the date that both the Exercise Notice and payments due under Sections 6(b)(iii) and 6(b)(iv) are received by the Company for all Exercised Shares, the Option will be deemed exercised. The Administrator may designate a particular exercise notice to be used, but until a designation is made the exercise notice attached to this Agreement as Exhibit B may be used.

7. Method of Payment . Participant may pay the Exercise Price by any of the following methods or a combination of methods:

(a) cash;

(b) check;

(d) surrender of other Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company. If Shares are surrendered, the value of those Shares will be the Fair Market Value on the date they are surrendered.

8. Tax Obligations .

(a) Tax Withholding .

(ii) The Company has the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant.

(iii) If Participant does not arrange for the payment of any Tax-Related Items at the time of an attempted Option exercise, the Company may refuse to honor the exercise and refuse to deliver the Shares.

(iv) If Participant is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Company and/or Participant’s employer (the “ Employer ”), or former employer may withhold or account for tax in greater than one jurisdiction.

(b) Tax Reporting . If the Option is partially or wholly an ISO, and if Participant sells or otherwise disposes of any the Shares acquired by exercising the ISO portion on or before the later of (i) the date 2 years after the Grant Date, or (ii) the date 1 year after the date of exercise, Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant and must immediately notify the Company in writing of the disposition. If Participant exercises the Option after 3 months have passed since Participant ceased to be an employee of the Company or a Parent or Subsidiary of the Company, it will no longer be an ISO.

(c) Code Section 409A . If the Option was granted with an Exercise Price that is less than the Fair Market Value of a Share on the Grant Date (a “ Discount Option ”) there may be adverse tax consequences to Participant. These adverse consequences could include income recognition before exercise, a 20% penalty tax for

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U.S. taxpayers, and potentially penalties, interest, and state taxes. Although the Company believes that the Exercise Price is no less than the Fair Market Value of a Share on the Grant Date, the Company cannot guarantee this.

9. Forfeiture or Clawback . The Option (including any proceeds, gains or other economic benefit received by Participant upon its exercise or the subsequent sale of Shares resulting from the exercise) will be subject to any compensation recovery or clawback policy implemented by the Company before or after the date of this Agreement. This includes any clawback policy adopted to comply with the requirements of Applicable Laws.

10. Rights as Stockholder . Participant’s rights as a stockholder of the Company, including as to voting Shares and the receipt of dividends and distributions on such Shares will not begin until certificates representing Shares have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. .

11. Miscellaneous

(b) Non-Transferability of Option . This Option may not be transferred other than by will or the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.

(c) Binding Agreement . If the Option is transferred, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties to this Agreement.

(d) Additional Conditions to Issuance of Stock . If the Company determines that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the purchase by, or issuance of Shares to, Participant (or his or her estate) under the Option, no purchase or issuance will occur until such condition has been satisfied in a manner acceptable to the Company. The Company will try to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

(e) Captions . Captions provided in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

(g) Modifications to the Agreement . Modifications to this Agreement or the Plan can be made only in an express written contract (including a unilateral contract) executed by a duly authorized officer of the Company. The Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection to this Option, and to comply with other Applicable Laws.

(h) Choice of Law; Choice of Forum . The Plan, all Awards and all determinations made and actions taken under the Plan, to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law. For purposes of litigating any dispute that arises under this Plan, a Participant's acceptance of an Award is his or her consent to the jurisdiction of the State of Delaware, and agree that any such litigation will be conducted in Delaware Court of Chancery, or the

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federal courts for the United States for the District of Delaware, and no other courts, regardless of where a Participant's services are performed.

(i) Modifications to the Agreement . This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise the Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Stock Option Grant.

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EXHIBIT B

HAWAIIAN HOLDINGS, INC.

2015 STOCK INCENTIVE PLAN

EXERCISE NOTICE

Hawaiian Holdings, Inc.

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

Attention: Stock Administration



Purchaser Name:
Stock Option Grant Date:
Exercise Date:
Number of Shares Exercised:
Per Share Exercise Price:
Total Exercise Price:
Exercise Price Payment Method:
Tax-Related Items Payment Method:

The information in the table above is incorporated in this Exercise Notice.

1. Exercise of Option . Effective as the Exercise Date, I elect to purchase Number of Shares Exercised (“ Exercised Shares ”) under the referenced Stock Option Agreement (the “ Agreement ”) for the Total Exercise Price.

2. Delivery of Payment . With this Exercise Notice, I am delivering the Total Exercise Price and any required Tax-Related Items to be paid in connection with purchase of the Exercised Shares. I am paying my total purchase price by Purchase Price Payment Method and the Tax-Related Items by Tax-Related Items Payment Method.

3. Representations of Purchaser . I acknowledge

(a) I have received, read and understood the Plan and the Agreement and agree to be bound by their terms and conditions.

(b) The exercise will not be completed until this Exercise Notice, Total Exercise Price, and all Tax-Related Payments are received by the Company.

(c) I have no rights as a stockholder of the Company, including as to voting Shares and the receipt of dividends and distributions on such Shares until certificates representing Shares have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to me.

(d) That no adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 13 of the Plan.

(e) There may be adverse tax consequences to exercising the Option and I am not relying on the Company for tax advice but have had an opportunity to obtain the advice of personal tax, legal and financial advisors prior to exercising.

(f) The modification and choice of law provisions of the Agreement also govern this Exercise Notice.

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4. Entire Agreement; Governing Law . The Plan and Agreement are incorporated by reference. This Exercise Notice, the Plan and the Agreement are the entire agreement of the parties with respect to the Options and this exercise and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to their subject matter.

Submitted by:

PURCHASER




Signature

Address:

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