EXHIBIT 99.2
STOCK OPTION AGREEMENT
Pursuant to the
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
This Stock Option Agreement (this "Agreement") is made and entered into as
of the Date of Grant indicated below by and between Hawaiian Airlines, Inc., a
Hawaii corporation (the "Company"), and the person named below as Optionee.
WHEREAS, Optionee is a nonemployee director of the Company (a "Nonemployee
Director"); and
WHEREAS, pursuant to the Company's 1996 Nonemployee Director Stock Option
Plan (the "Plan"), Optionee is receiving options to purchase shares of the
Common Stock, par value $.01 per share, of the Company (the "Common Stock"), on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTIONS; CERTAIN TERMS AND CONDITIONS. The Company
hereby grants to Optionee, and Optionee hereby accepts, as of the Date of Grant,
the number of options indicated below (the "Options"), each Option entitling
Optionee to purchase one share of Common Stock (all such shares collectively,
the "Option Shares") at the Exercise Price indicated below, which Options shall
expire at 5:00 o'clock p.m., Hawaii standard time, on the Expiration Date
indicated below and shall be subject to all of the terms and conditions set
forth in this Agreement. The Options will become exercisable in full on
___________; PROVIDED, HOWEVER, that if prior to _______________, there occurs a
reorganization, merger or consolidation that would cause the Options to
terminate pursuant to Section 2(c)(ii), then the Options shall become
exercisable immediately prior to such reorganization, merger or consolidation.
Optionee: ________________
Date of Grant: ________________
Number of Options: ________________
Exercise Price per share: ________________
Expiration Date: ________________
The Options are not intended to qualify as incentive stock options under Section
422 of the Internal Revenue Code of 1986, as amended.
2. DURATION OF OPTIONS.
(a) TERMINATION OF NONEMPLOYEE DIRECTOR STATUS. If Optionee ceases to be
a Nonemployee Director for any reason, then the Options shall terminate on the
earlier of the Expiration Date or the second anniversary of the date upon which
Optionee ceases to be a Nonemployee Director.
(b) DEATH FOLLOWING TERMINATION OF NONEMPLOYEE DIRECTOR STATUS.
Notwithstanding anything to the contrary in this Agreement, if Optionee shall
die at any time after the date on which he or she ceases to be a Nonemployee
Director and prior to the date on which the Options terminate pursuant to
Section 2(a), then the Options shall terminate on the earlier of the Expiration
Date or the first anniversary of the date of Optionee's death.
(c) OTHER EVENTS CAUSING TERMINATION OF OPTION. Notwithstanding anything
to the contrary in this Agreement, the Options shall terminate upon the
consummation of any of the following events:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole purpose of
which is to change the Company's domicile or state of incorporation solely
within the United States) the consummation of which results in the
outstanding securities of any class then subject to the Options being
exchanged for or converted into cash, property and/or a different kind of
securities, unless such reorganization, merger or consolidation shall have
been affirmatively recommended to the shareholders of the Company by the
Board of Directors of the Company (the "Board") and the terms of such
reorganization, merger or consolidation shall provide that the Options
shall continue in effect thereafter on terms substantially similar to those
under the Plan; or
(iii) a sale of all or substantially all of the property and
assets of the Company, unless the terms of such sale shall provide
otherwise.
3. ADJUSTMENTS. In the event that the outstanding securities of the
class then subject to the Options are increased, decreased or exchanged for or
converted into cash, property and/or a different number or kind of securities,
or cash, property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization, merger,
consolidation, restructuring, recapitalization, reclassification, dividend
(other than a regular, quarterly cash dividend) or other distribution, stock
split, reverse stock split or the like, or in the event that substantially all
the property and assets of the Company are sold, then, unless such event shall
cause the Options to terminate pursuant to Section 2(c) hereof, the Board, in
accordance with the Plan, shall make appropriate and proportionate adjustments
in the number and type of shares or other securities or cash or other property
that may thereafter be acquired upon the exercise of the Options; PROVIDED,
HOWEVER, that any such adjustments in the Options shall be made without changing
of the aggregate Exercise Price of the then unexercised Options.
4. EXERCISE. The Options shall be exercisable during Optionee's
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Options may
only be exercised by the delivery to the Company of a written notice of such
exercise (the "Exercise Notice"), which notice shall specify the number of
Option Shares to be purchased (the "Purchased Shares") and the aggregate
Exercise Price for such shares, together with payment in full of such aggregate
Exercise Price in cash or by check payable to the Company; PROVIDED, HOWEVER,
that payment of such aggregate Exercise Price may instead be made, in whole or
in part, by one or more of the following means:
(a) the delivery, concurrently with such exercise and in
accordance with Section 220.3(e)(4) of Regulation T promulgated under the
Securities Exchange Act of 1934, as amended, of irrevocable instructions to
a broker promptly to deliver to the Company a specified dollar amount of
the proceeds of a sale of or a loan secured by the Purchased Shares; or
(b) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or
accompanied by a duly executed stock power, which delivery effectively
transfers to the Company good and valid title to such shares, free and
clear of any pledge, commitment, lien, claim or other encumbrance (such
shares to be valued on the basis of the aggregate Fair Market Value (as
defined in the Plan) thereof on the date of such exercise), provided that
the Company is not then prohibited from purchasing or acquiring such shares
of Common Stock.
5. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated
to withhold an amount on account of any tax imposed as a result of the exercise
of the Options, including, without limitation, any federal, state, local or
other income tax, or any F.I.C.A., state disability insurance tax or other
employment tax (the "Withholding Liability"), then Optionee shall, on the date
of exercise and as a condition to the issuance of the Option Shares, pay the
Withholding Liability to the Company in cash or by check payable to the Company.
Optionee hereby consents to the Company withholding the full amount of the
Withholding Liability from any compensation or other amounts otherwise payable
to Optionee if Optionee does not pay the Withholding Liability to the Company on
the date of exercise of the Options, and Optionee agrees that the withholding
and payment of any such amount by the Company to the relevant taxing authority
shall constitute full satisfaction of the Company's obligation to pay such
compensation or other amounts to Optionee.
6. NOTICES. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed given if delivered personally or five days after mailing by certified
or registered mail, postage prepaid, return requested, to the Company at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ Attention: Corporate
Secretary, or to Optionee at the address set forth beneath his or her signature
on the signature page hereto, or at such other addresses as they may designate
by written notice in the manner aforesaid.
7. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of Options, and no certificate representing all or any part of Option
Shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
8. NONTRANSFERABILITY. Neither the Options nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
9. PLAN. The Options are granted pursuant to the Plan, as in effect
on the Date of Grant, and are subject to all the terms and conditions of the
Plan, as the same may be amended from time to time; PROVIDED, HOWEVER, that no
such amendment shall deprive Optionee, without his or her consent, of the
Options or of any of Optionee's rights under this Agreement. The interpretation
and construction by the Board of the Plan, this Agreement, the Options and such
rules and regulations as may be adopted by the Board for the purpose of
administering the Plan shall be final and binding upon Optionee. Until the
Options shall expire, terminate or be exercised in full, the Company shall, upon
written request therefor, send a copy of the Plan, in its then-current form, to
Optionee or any other person or entity then entitled to exercise the Options.
10. SHAREHOLDER RIGHTS. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Options relating to such Option Shares shall have been duly
exercised to purchase such Option Shares in accordance with the provisions of
this Agreement.
11. GOVERNING LAW. This Agreement and the Options shall be governed
by and construed and enforced in accordance with the laws of the State of
Hawaii.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
HAWAIIAN AIRLINES, INC.
By:
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Title: President and CEO
By:
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Title: Executive Vice President and CFO
OPTIONEE:
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Signature
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▇▇▇▇, ▇▇▇▇▇ and Zip Code
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Social Security Number
