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Exhibit
10.8.1
ALASKA AIR GROUP,
INC.
2004 LONG-TERM INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED STOCK
OPTION AGREEMENT (this “ Option Agreement ”)
dated
, by and between ALASKA AIR GROUP, INC. , a Delaware
corporation (“ Air Group ”), and
(the “ Grantee ”) evidences the nonqualified
stock option (the “ Option ”) granted by Air
Group to the Grantee as to the number of shares of Air
Group’s Common Stock first set forth below.
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Number of Shares of Common Stock
1
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Award Date: |
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Exercise Price per Share
1
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$ |
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Expiration Date 1,2 : |
Vesting
1,2
The Option shall become
vested as to 25% of the total number of shares of Common Stock
subject to the Option on each of the first, second, third and
fourth anniversaries of the Award Date.
The Option is granted under
the Alaska Air Group, Inc. 2004 Long-Term Incentive Plan (the
“ Plan ”) and subject to the Terms and
Conditions of Nonqualified Stock Option (the “ Terms
”) attached to this Option Agreement (incorporated herein by
this reference) and to the Plan. The Option has been granted to the
Grantee in addition to, and not in lieu of, any other form of
compensation otherwise payable or to be paid to the Grantee.
Capitalized terms are defined in the Plan if not defined herein.
The parties agree to the terms of the Option set forth herein. The
Grantee acknowledges receipt of a copy of the Terms, the Plan and
the Prospectus for the Plan.
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| GRANTEE |
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ALASKA AIR GROUP, INC.
a Delaware Corporation
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By: |
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William S. Ayer |
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Chairman, President and CEO |
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| Co-Mail Code |
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| Home Address |
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| City, State, Zip |
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1
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Subject to adjustment under
Section 6 of the Plan
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2
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Subject to early termination
under Section 4 of the Terms and Section 13 of the
Plan
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TERMS AND CONDITIONS OF
NONQUALIFIED STOCK OPTION
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Vesting; Limits on Exercise; Incentive Stock Option
Status; Possible Acceleration . |
The Option shall vest and
become exercisable in percentage installments of the aggregate
number of shares subject to the Option as set forth on the cover
page of this Option Agreement. The Option may be exercised only to
the extent the Option is vested and exercisable.
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Cumulative
Exercisability . To the extent that the Option is vested and
exercisable, the Grantee has the right to exercise the Option (to
the extent not previously exercised), and such right shall
continue, until the expiration or earlier termination of the
Option.
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No
Fractional Shares . Fractional share interests shall be
disregarded, but may be cumulated.
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Minimum
Exercise . No fewer than 100 shares of Common Stock (subject to
adjustment under Section 6 of the Plan) may be purchased at
any one time, unless the number purchased is the total number at
the time exercisable under the Option.
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Nonqualified Stock Option . The Option is a nonqualified
stock option and is not, and shall not be, an incentive stock
option within the meaning of Section 422 of the
Code.
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Notwithstanding any other
provision herein or in the Plan, the Option, to the extent not then
vested, shall become fully vested if (i) the Grantee’s
employment with the Company is terminated by the Company without
Cause or by the Grantee for Good Reason, and (ii) such
termination occurs at any time within the period commencing six
(6) months before a Change of Control and ending twenty-four
(24) months after such Change of Control. (For these purposes,
the terms “Cause,” “Change of Control” and
“Good Reason” shall have the meanings ascribed to them
in Exhibit A attached hereto.) In the event that, upon the
occurrence of a Change of Control, the Grantee is entitled to
accelerated vesting of the Option pursuant to this paragraph in
connection with a termination of the Grantee’s employment
prior to such Change of Control, the Option, to the extent it had
not vested and was cancelled or otherwise terminated upon or prior
to the date of such Change of Control solely as a result of such
termination of employment, shall be reinstated and shall
automatically become fully vested, and the Grantee shall be given a
reasonable opportunity to exercise such accelerated portion of the
Option before it terminates.
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Continuance of Employment/Service Required; No
Employment/Service Commitment . |
The vesting schedule requires
continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of
the Option and the rights and benefits under this Option Agreement.
Employment or service for only a portion of the vesting period,
even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or
services as provided in Section 4 below or under the
Plan.
Nothing contained in this
Option Agreement or the Plan constitutes a continued employment or
service commitment by the Company, affects the Grantee’s
status, if he or she is an employee, as an employee at will who is
subject to termination without cause, confers upon the Grantee any
right to remain employed by or in service to the Company,
interferes in any way with the right of the Company at any time to
terminate such employment or service, or affects the right of the
Company to increase or decrease the Grantee’s other
compensation.
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Method of Exercise of Option . |
The Option shall be
exercisable by the delivery to the Secretary of Air Group (or such
other person as the Committee may require pursuant to such
administrative exercise procedures as the Committee may implement
from time to time) of:
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a written
notice stating the number of shares of Common Stock to be purchased
pursuant to the Option or by the completion of such other
administrative exercise procedures as the Committee may require
from time to time,
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payment in
full for the Exercise Price of the shares to be purchased in cash,
check or by electronic funds transfer to Air Group, or (subject to
compliance with all applicable laws, rules, regulations and listing
requirements and further subject to such rules as the Committee may
adopt as to any non-cash payment) in shares of Common Stock already
owned by the Grantee, valued at their Fair Market Value on the
exercise date;
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if required
by the Committee, any written statements or agreements that the
Committee may deem necessary or desirable to assure compliance with
all applicable legal and accounting requirements; and
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satisfaction
of the tax withholding provisions of Section 15 of the
Plan.
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The Committee also may, but is not
required to, authorize a non-cash payment alternative by notice and
third party payment in such manner as may be authorized by the
Committee, or, subject to such procedures as the Committee may
adopt, authorize a “cashless exercise” with a third
party who provides simultaneous financing for the pur
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