1. If Hawkeye doesn't have ES/D (like when he has willpower) can you still activate the trait to give him combat reflexes?

2. If he has either ability outwitted, can you still activate the trait to gain the corresponding ability?

You can activate Put Away the Bow, sure, but he gets CR INSTEAD of ES/D. No ES/D = No CR to have instead.

But you can get the CCE.

Again, you can activate Put Away the Bow... but you need to have the one power (ES/D or RCE) to get the other power instead. No power = no other power instead.

But don't you still technically "possess" a countered power?

Since he possesses the alternate powers (CCE and combat reflexes) after using the trait, then your opponent could outwit those powers... but on the next turn it'd just go back to normal, right?

I guess I can buy the "instead of" interpretation. I'm sure that's how it was intended, I've just don't remember hearing that phrase anywhere in heroclix. And watch... since I said it, It'll be in the heroclix definitions.

No. Page 16 of the rules:

Certain game effects can counter powers or abilities. When a power or ability is countered, the targeted character is treated as if the power no longer appeared in the stat slot or the ability was no longer available through the whatever means the character was able to use the ability.

If by "go back to normal" you mean that Hawkeye would have ES/D or RCE, sure, that would be fine. The opponent didn't counter ES/D or RCE and possession of those two powers are not contingent upon the "instead of".

"Instead of" does happen a lot

Big Target or Little Target: (non-optional) The Atom and Hawkman possess Toughness. Before making an attack which would affect The Atom and Hawkman, the attacking player chooses Super Senses or Invulnerability. The Atom and Hawkman use the chosen power instead of Toughness for that attack.

The Atom and Hawkman's power is slightly different, as the newly chosen power isn't actually possessed, but the general gist is the same.

Plus then there are all those special powers out there that say something like "Character X can use [insert power here]. He can use it normally, or may instead do something else with it." In those cases, the "instead" replaces how [insert power here] functions as described.

No, you don't. When a power is countered, it is treated as if it was not on the dial. Therefore, you would no longer possess it.

Well, I think that answers all my questions. Thank you!

Just found this to double-check, because on HCO, if you outwit RCE or ES/D, but not both, he can still use his trait. It's ridiculous.