|
Exhibit
10.4
ALASKA AIR GROUP,
INC.
2008 PERFORMANCE INCENTIVE
PLAN
DIRECTOR DEFERRED STOCK
UNIT AWARD AGREEMENT
THIS DIRECTOR DEFERRED
STOCK UNIT AWARD AGREEMENT (this “ Agreement
”) dated
, by and between ALASKA AIR GROUP, INC. , a Delaware
corporation (the “ Corporation ”), and
(the “ Director ”) evidences the award of stock
units (the “Award” ) granted by the Corporation
to the Director as to the number of stock units (the “
Stock Units ”) first set forth below.
|
|
|
| Number of
Stock Units 1 : |
|
Award
Date: |
Vesting The
Stock Units shall be considered one hundred percent
(100%) vested at all times.
The Award is granted under
the Alaska Air Group, Inc. 2008 Performance Incentive Plan (the
“ Plan ”) and subject to the Terms and
Conditions of Director Deferred Stock Unit Award (the “
Terms ”) attached to this Agreement (incorporated
herein by this reference) and to the Plan. The Award has been
granted to the Director in addition to, and not in lieu of, any
other form of compensation otherwise payable or to be paid to the
Director. Capitalized terms are defined in the Plan if not defined
herein. The parties agree to the terms of the Award set forth
herein. The Director acknowledges receipt of a copy of the Terms,
the Plan and the Prospectus for the Plan.
|
|
|
|
|
|
|
|
|
| DIRECTOR |
|
|
|
ALASKA AIR GROUP, INC.
a Delaware corporation
|
|
|
|
|
| |
|
|
|
By: |
|
|
|
|
|
|
|
|
|
|
William S.
Ayer |
|
|
|
|
|
|
|
|
Chairman,
President and CEO |
CONSENT OF
SPOUSE
In consideration of the
Corporation’s execution of this Agreement, the undersigned
spouse of the Director agrees to be bound by all of the terms and
provisions hereof and of the Plan.
|
|
|
|
|
| Signature
of Spouse: |
|
|
|
Date: |
|
|
|
|
|
|
|
|
|
|
1
|
Subject to adjustment under
Section 7.1 of the Plan.
|
TERMS AND CONDITIONS OF
DIRECTOR DEFERRED STOCK UNIT AWARD
1. Stock
Units . As used herein, the term “stock unit”
shall mean a non-voting unit of measurement which is deemed for
bookkeeping purposes to be equivalent to one outstanding share of
the Corporation’s Common Stock (subject to adjustment as
provided in Section 7.1 of the Plan) solely for purposes of
the Plan and this Agreement. The Stock Units shall be used solely
as a device for the determination of the payment to eventually be
made to the Director pursuant to this Agreement. The Stock Units
shall not be treated as property or as a trust fund of any
kind.
2. No Service
Commitment . Neither the Award nor anything contained in
these Terms or the Plan constitutes a continued service commitment
by the Corporation or interferes with the right of the Corporation
to increase or decrease the compensation of the Director from the
rate in existence at any time.
3. Limitations
on Rights Associated with Units . The Director shall have
no rights as a stockholder of the Corporation, no dividend rights
and no voting rights, with respect to the Stock Units and any
shares of Common Stock underlying or issuable in respect of such
Stock Units until such shares of Common Stock are actually issued
to and held of record by the Director. No adjustments will be made
for dividends or other rights of a holder for which the record date
is prior to the date of issuance of the stock
certificate.
4. Restrictions
on Transfer . Neither the Award, nor any interest therein
or amount or shares payable in respect thereof may be sold,
assigned, transferred, pledged or otherwise disposed of, alienated
or encumbered, either voluntarily or involuntarily. The transfer
restrictions in the preceding sentence shall not apply to
(a) transfers to the Corporation, or (b) transfers by
will or the laws of descent and distribution.
5. Timing and
Manner of Payment of Stock Units . On or as soon as
administratively practical after (and in all events not more than
ninety (90) days after) the first date on which the Director
is no longer a member of the Board (the “ Severance
Da
| 
