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Exhibit
10.2
ALASKA AIR GROUP,
INC.
2008 PERFORMANCE 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 (the “ Corporation ”), and
(the “ Grantee ”) evidences the nonqualified
stock option (the “ Option ”) granted by the
Corporation to the Grantee as to the number of shares of the
Corporation’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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Expiration Date 1,2 : |
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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. 2008 Performance 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 |
CONSENT OF
SPOUSE
In consideration of the
Corporation’s execution of this Option Agreement, the
undersigned spouse of the Grantee agrees to be bound by all of the
terms and provisions hereof and of the Plan.
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| Signature
of Spouse: |
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Date: |
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1
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Subject to adjustment under
Section 7.1 of the Plan
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Subject to early termination
under Section 4 of the Terms and Section 7.2 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 7.1 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 Corporation and its Subsidiaries is terminated
by the Corporation or a Subsidiary 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 an employment or service
commitment by the Corporation, affects the Grantee’s status
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 Corporation or any Subsidiary, interferes in any way
with the right of the Corporation or any Subsidiary at any time to
terminate such employment or services, or affects the right of the
Corporation or any Subsidiary to increase or decrease the
Grantee’s other compensation or benefits. Nothing in this
paragraph, however, is intended to adversely affect any independent
contractual right of the Grantee without his consent
thereto.
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Method of Exercise of Option . |
The Option shall be
exercisable by the delivery to the Secretary of the Corporation (or
such other person as the Administrator may require pursuant to such
administrative exercise procedures as the Administrator 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 Administrator 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 the Corporation, or
(subject to compliance with all applicable laws, rules, regulations
and listing requirements and further subject to such rules as the
Administrator 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 Administrator, any written statements or agreements that the
Administrator 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 8.5 of the
Plan.
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The Administrator also may, but is not
required to, authorize a non-cash payment alternative by notice and
third pa
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