Exhibit 10.2
ALASKA AIR GROUP,
INC.
2008 PERFORMANCE INCENTIVE
PLAN
STOCK UNIT AWARD
AGREEMENT
INCENTIVE AWARD
THIS STOCK UNIT AWARD
AGREEMENT (this “
Agreement ”) dated
, by and between ALASKA AIR GROUP, INC. , a Delaware
corporation (the “ Corporation ”), and
WILLIAM S. AYER (the “ Participant ”)
evidences the award of restricted stock units (the
“Award” ) granted by the Corporation to the
Participant as to the number of stock units (the “ Stock
Units ”) first set forth below.
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Number of Stock Units 1 :
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Award
Date:
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Vesting
1
The Award shall
vest and become nonforfeitable with respect to 100% of the total
number of Stock Units subject to the Award on the third anniversary
of the Award Date.
The Award is granted under the
Alaska Air Group, Inc. 2008 Performance Incentive Plan (the “
Plan ”) and subject to the Terms and Conditions of
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 Participant in addition to,
and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Participant. Capitalized terms are
defined in the Plan if not defined herein. The parties agree to the
terms of the Award set forth herein. The Participant 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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Phyllis J.
Campbell
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Chair, President and CEO
Alaska Air Group, Inc.
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Chair, Compensation Committee
Alaska Air Group, Inc. Board of
Directors
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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 7.1 of the Plan.
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TERMS AND CONDITIONS OF 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
Participant if such Stock Units vest pursuant to this Agreement.
The Stock Units shall not be treated as property or as a trust fund
of any kind.
2. Vesting; Possible
Acceleration .
Subject to Section 7 below, the Award shall vest and become
nonforfeitable as set forth on the cover page of this Agreement.
Notwithstanding any other provision herein or in the Plan, the
Award, to the extent not then vested, shall become fully vested and
shall be paid in accordance with Section 6 promptly following
the Participant’s Separation from Service (as defined below)
if (i) the Participant’s employment with the Corporation
and its Subsidiaries is terminated by the Corporation or a
Subsidiary without Cause or by the Participant 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
Participant is entitled to accelerated vesting of the Award
pursuant to this Section 2 in connection with a termination of
the Participant’s employment prior to such Change of Control,
the Award, 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 shall
be paid in accordance with Section 6 upon the Change of
Control. For purposes of this Agreement, “ Separation from
Service ” shall mean a “separation from
service” within the meaning of Treasury Regulation
Section 1.409A-1(h)(1), without regard to the optional
alternative definitions available thereunder (i.e. generally a
termination of the Participant’s employment with the
Corporation or a Subsidiary).
3. Continuance of
Employment . 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 Award and the rights and benefits
under this Agreement. Employment or service for only a portion of
the vesting period, even if a substantial portion, will not entitle
the Participant 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 7 below or
under the Plan.
Nothing contained in this Agreement
or the Plan constitutes an employment or service commitment by the
Corporation, affects the Participant’s status as an employee
at will who is subject to termination without cause, confers upon
the Participant 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
Participant’s other compensation or benefits. Nothing in this
paragraph, however, is intended to adversely affect any independent
contractual right of the Participant without his consent
thereto.
4. Limitations on Rights
Associated with Units . The Participant 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 Participant. 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.
5. 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.
6. Timing and Manner of
Payment of Stock Units . On or as soon as administratively practical
following each vesting of the applicable portion of the total Award
pursuant to the terms hereof (and in all events within ninety
(90) days after such vesting event), the Corporation shall
deliver to the Participant a number of shares of Common Stock
(either by delivering one or more certificates for such shares or
by entering such shares in book entry form, as determined by the
Corporation in its discretion) equal to the number of Stock Units
subject to this Award that vest on the applicable vesting date;
provided, however, that in the event that the vesting and payment
of the Stock Units is triggered
