ALLEGIANT TRAVEL COMPANY RESTRICTED STOCK AGREEMENT

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Exhibit 10.4

ALLEGIANT TRAVEL COMPANY
RESTRICTED STOCK
AGREEMENT

        This Restricted Stock Agreement (the "Agreement") is made as of the      day of                  , 20      ("Date of Grant") between Allegiant Travel Company, a Nevada corporation (the "Company") and                  ("Grantee").

        1.     RESTRICTED STOCK AWARDS.

        A.    The Company hereby grants to Grantee a total of XXXXX (                  ) shares of the Company's Common Stock (the "Restricted Stock") subject to the terms and conditions set forth below.

        B.    Grantee will receive a certificate identifying the number of shares of common stock issued to the Grantee as Restricted Stock.

        C.    The Restricted Stock has been awarded as compensation to the Grantee for services to be rendered as a Director of the Company over the vesting period provided for herein.

        D.    This Agreement sets forth the terms, conditions and restrictions applicable to the Restricted Stock granted to Grantee.

        2.     RESTRICTIONS.

        A.    The Restricted Stock has been awarded to the Grantee subject to the transfer and forfeiture conditions set forth in Paragraph B below (the "Restrictions") which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Restricted Stock includes any additional shares of stock granted to the Grantee with respect to any Restricted Stock (e.g., shares issued upon a stock dividend or stock split) prior to the vesting of the Restricted Stock.

        B.    Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer (a "transfer") any of the Restricted Stock prior to vesting as provided in Section 3 below. Any transfer or attempted transfer prior to such time shall be null and void and of no effect whatsoever.

        C.    If the Grantee's service as a Director of the Company terminates prior to the vesting of all Restricted Stock of the Grantee for any reason other than as set forth in Section 3 below, then the Grantee shall forfeit all of the Grantee's right, title and interest in and to the Restricted Stock not vested as of the date of such termination and such Restricted Stock shall be reconveyed to the Company as of the date of such termination without further consideration or any act or action by the Grantee.

        D.    The Restrictions imposed under this Section 2 shall apply to all shares of the Company's common stock or other securities issued with respect to Restricted Stock hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company which occurs prior to the vesting of the Restricted Stock.

        3.     EXPIRATION AND TERMINATION OF RESTRICTIONS.    The Restrictions imposed under Section 2 above will expire and vesting of the Restricted Stock shall be as follows:

On                  , 20      , the Restrictions will expire with respect to the Restricted Stock of the Grantee not forfeited prior to that date.

Notwithstanding anything herein to the contrary, all Restricted Stock of a Grantee shall become fully vested upon the Grantee's death or total disability. Total disability shall be defined as a physician certified disability which permanently or indefinitely renders the Grantee unable to perform his usual duties for the Company.

        4.     ADJUSTMENTS.    If the number of outstanding shares of common stock of the Company is changed as a result of a stock dividend, stock split or the like without additional consideration to the Company, the number of shares of Restricted Stock under this Agreement shall be adjusted to correspond to the change in the outstanding shares of the Company's common stock.

        5.     VOTING AND DIVIDENDS.    Subject to the restrictions contained in Section 2 hereof, the Grantee shall have all rights of a stockholder of the Company with respect to the Grantee's Restricted Stock, including the right to vote the shares of the Grantee's Restricted Stock and the right to receive any cash or stock dividends, including dividends of stock of a company other than the Company. Stock dividends issued with respect to the Grantee's Restricted Stock shall be treated as additional shares of the Grantee's Restricted Stock (even if they are shares of a company other than the Company) that are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are i