NOTICE OF CONDITIONAL EXERCISE
PLEASE READ THE ACCOMPANYING INSTRUCTIONS
FOR CONDITIONAL EXERCISE CAREFULLY
Name_________________________________________________________________________
(Please Print)
Address______________________________________________________________________
(Zip or Post Code)
To the Chief Financial Officer and Secretary of Hawker Pacific Aerospace:
1. I hereby conditionally exercise my options issued under the Hawker
Pacific Aerospace 1997 Stock Option Plan, as amended, to purchase common
shares, no par value, of Hawker Pacific Aerospace, a California corporation
(the "Company"), having exercise prices of less than $3.25 per share for the
amount of common shares set forth herein (the "Option Shares") and agree to all
of the terms and conditions set out in the Instructions for Conditional
Exercise.
My exercise of options hereunder is subject to the condition that any
options to acquire Option Shares tendered but not purchased pursuant to the
Offer (as defined in the Instructions for Conditional Exercise) shall be deemed
not to have been exercised and shall continue to be outstanding options. None
of the options to acquire any of the Option Shares tendered has an exercise
price of $3.25 or greater.
I hereby instruct you to issue the Option Shares referred to below without
payment in cash. I agree that I do not require a share certificate evidencing
my Option Shares to be issued to me and hereby direct that my Option Shares be
tendered in the Offer and, if accepted for payment by the Purchaser, be
transferred in from my name into the name of the
Purchaser, or its nominee.
I acknowledge that if my Option Shares are accepted for payment and paid for
by the Purchaser pursuant to the Offer, the options in respect of my Option
Shares will have been irrevocably exercised, and I irrevocably authorize and
appoint designees of the Purchaser as attorneys for and on behalf of the
holder, each with full power of substitution, to execute any stock powers in
respect of my Option Shares at any time following such acceptance and payment
and to execute and deliver all additional documents deemed by the Purchaser or
the depositary to be necessary or desirable to complete the sale, assignment
and transfer of my Option Shares tendered under this Notice of Conditional
Exercise.
2. I hereby elect as follows with respect to my options:
(Choose only one)
[_] I wish to conditionally exercise ALL of my exercisable options that have
an exercise price of less than $3.25 per common share and tender the
underlying Option Shares.
[_] I wish to conditionally exercise __________ of my exercisable options that
have an exercise price of less than $3.25 per common share and tender
the underlying Option Shares.
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I understand that options will be conditionally exercised as designated below:
1. Grant number __ ; per share exercise price of $ __ ; being conditionally
exercised as to shares.
2. Grant number __ ; per share exercise price of $ __ ; being conditionally
exercised as to shares.
3. Grant number __ ; per share exercise price of $ __ ; being conditionally
exercised as to shares.
4. Grant number __ ; per share exercise price of $ __ ; being conditionally
exercised as to shares.
5. Grant number __ ; per share exercise price of $ __ ; being conditionally
exercised as to shares.
6. Grant number __ ; per share exercise price of $ __ ; being conditionally
exercised as to shares.
Total Options: __________________________________________________________
ATTACH ADDITIONAL PAGE IF NEEDED.
SIGN HERE
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Signature(s) of Option Holder(s) Date
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Name(s)--(please print)
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Address (if different from that shown on the cover page) (Zip or Post Code)
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Social Security Number (or other tax identification number)__
Daytime Telephone Number
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TO BE COMPLETED BY ALL OPTION HOLDERS WHO ARE U.S. PERSONS ONLY
PAYER'S NAME: U.S. Stock Transfer Corporation
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN Social Security Number
Form W-9 IN THE BOX AT RIGHT AND CERTIFY ________-____-
Department of the Treasury BY SIGNING AND DATING BELOW: or Employer Identification Number
Internal Revenue Service -______---------
If you are awaiting TIN, check box: [_]
Payer's Request for Taxpayer -------------------------------------------------------------------------------------------
Identification Number PART 2 -- If you are exempt from backup PART 3 -- Check appropriate box:
(''TIN'') and Certification withholding, please check the box: [_] . Individual/Sole Proprietor
[_] Corporation
[_] Partnership
[_] Other:_______________________________
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PART 4 -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
and
(2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the
Internal Revenue Service (the ''IRS'') that I am subject to backup withholding as a result of a failure to report all interest
and dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding, you received another certification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2).
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Signature: _____________________________________ Dated ________________, 2002
Name (Please Print):___________________________________________________________
Address:_______________________________________________________________________
City, State and Zip Code:______________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING AT A RATE OF 30% OF ANY PAYMENTS MADE TO YOU. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 1 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, a portion of all reportable payments made to me will be
withheld, at a rate of 30%, until I provide a taxpayer identification number.
Signature: ________________________________ Dated: ____________________, 2002
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