[Hawaiian Holdings, Inc.Letterhead ]

Exhibit 10.15

[Hawaiian Holdings, Inc. Letterhead ]

[Grant Date]

[Grantee Name]

[Grantee Address]

Dear [Grantee Name]:

As of  [                        , 20    ] (the “Grant Date”), pursuant to the 2005 Stock Incentive Plan (the “Plan”) of Hawaiian Holdings, Inc. (the “Company”), the Plan’s administrative committee (the “Committee”) hereby grants to you hereby grants to you [          ] restricted shares of Common Stock (“Award”), subject to the following terms and conditions.

This Award is also subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference, and in the event of any contradiction, distinction or difference between this letter and the terms of the Plan, the terms of the Plan will control.  All capitalized terms used herein have the meanings set forth herein or in the Plan, as applicable.

Subject to your continued employment with the Company, including its Subsidiaries, the restrictions on your Award shall lapse and your Award will become vested, as follows:

·                  [On the first anniversary of the Grant Date, the restrictions shall lapse with respect to one-fifth of the Award (         shares);

·                  On the second anniversary of the Grant Date, the restrictions shall lapse with respect to an additional one-fifth of the Award (         shares);

·                  On the third anniversary of the Grant Date, the restrictions shall lapse with respect to an additional one-fifth of the Award (         shares);

·                  On the fourth anniversary of the Grant Date, the restrictions shall lapse with respect to an additional one-fifth of the Award (         shares); and

·                  On the fifth anniversary of the Grant Date, the restrictions shall lapse with respect to the final one-fifth of the Award (         shares).]*

Except as otherwise provided by the Committee, any portion of your Award for which the restrictions have not lapsed as of the date of your termination of employment (for any reason) with the Company or its Subsidiaries will be totally and permanently forfeited without further compensation.

You will receive certificate(s) for the restricted shares designating you as the registered owner, such certificates may bear an appropriate legend referring to the terms, conditions and restrictions applicable to your Award.  Upon such receipt, you agree to deliver the certificate(s) together with a signed and undated stock power to the Company or the Company’s designee authorizing the Committee to transfer title to the certificate(s) representing any restricted shares that are forfeited under the terms of the Plan or this letter, to the Company in the event that your employment with the Company should terminate prior to the lapse of the restrictions.

Subject to the terms and conditions of the Plan, you shall have all the rights of a shareholder of the Company with respect to your shares of Restricted Stock, including, without limitation, the right to vote such shares and the right to receive all dividends or other distributions made with respect to such shares.  If any such dividends or distributions are paid in Common Stock, such Common Stock shall be subject to the same forfeiture restrictions as the underlying

* Vesting can be altered as appropriate.

Restricted Stock; however, all dividends or distributions other distributions made with respect to such shares that are paid in cash shall be paid to you free of any further forfeiture restrictions.

At the time that the restrictions lapse (or if you make a so-called 83(b) election), you must make appropriate arrangements with the Company concerning withholding of any taxes that may be due with respect to such Common Stock.  You may tender cash payment to the Company in an amount equal to the required withholding or request the Company retain the number of shares of Common Stock whose fair market value equals the amount to be withheld.  As promptly thereafter as possible, the Company will issue certificates for the shares released from restrictions.

The Company may impose any conditions on the Award as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities laws.  The Company shall not be obligated to issue or deliver any shares if such action violates any provision of any law or any regulation of any governmental  authority or national securities exchange.

The construction and interpretation of any provision of this Award or the Plan shall be final and conclusive when made by the Committee.

Nothing in this letter shall confer on you the right to continue in the service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate your service at any time.

Please sign and return a copy of this letter to Aileen H. Nonaka, Senior Director, Employee Benefits & Compensation, Telephone: (808) 835-3640; Facsimile: (808) 835-3692; Email: ***@***.  Your acknowledgement must be returned within thirty (30) days; otherwise, the Award will lapse and become null and void.  Your signature will also acknowledge that you have received and reviewed the Plan, and that you agree to be bound by the applicable terms of that document.