Alaska Airlines and Horizon Air 2007 Annual Report Download - page 28

awards are also intended to further align the
interests of award recipients and our
stockholders.
Administration
Our Board of Directors or one or more
committees appointed by our Board of Directors
will administer the 2008 Plan. Our Board of
Directors has delegated general administrative
authority for the 2008 Plan to the Compensation
Committee. A committee may delegate some or
all of its authority with respect to the 2008 Plan
to another committee of directors, and certain
limited authority to grant awards to employees
may be delegated to one or more officers of the
Company. (The appropriate acting body, be it the
Board of Directors, a committee within its
delegated authority, or an officer within his or her
delegated authority, is referred to in this
proposal as the “Administrator”.)
The Administrator has broad authority under
the 2008 Plan with respect to award grants
including, without limitation, the authority:
• to select participants and determine the
type(s) of award(s) that they are to
receive;
• to determine the number of shares that
are to be subject to awards and the
terms and conditions of awards,
including the price (if any) to be paid for
the shares or the award;
• to cancel, modify, or waive the
Company’s rights with respect to, or
modify, discontinue, suspend, or
terminate any or all outstanding
awards, subject to any required
consents;
• to accelerate or extend the vesting or
exercisability or extend the term of any
or all outstanding awards;
• subject to the other provisions of the
2008 Plan, to make certain
adjustments to an outstanding award
and to authorize the conversion,
succession or substitution of an award;
and
• to allow the purchase price of an award
or shares of the Company’s common
stock to be paid in the form of cash,
check, or electronic funds transfer, by
the delivery of already-owned shares of
the Company’s common stock or by a
reduction of the number of shares
deliverable pursuant to the award, by
services rendered by the recipient of
the award, by notice and third party
payment or cashless exercise on such
terms as the Administrator may
authorize, or any other form permitted
by law.
No Repricing
In no case (except due to an adjustment to
reflect a stock split or similar event or any
repricing that may be approved by stockholders)
will any adjustment be made to a stock option or
stock appreciation right award under the 2008
Plan (by amendment, cancellation and regrant,
exchange or other means) that would constitute
a repricing of the per share exercise or base
price of the award.
Eligibility
Persons eligible to receive awards under the
2008 Plan include officers or employees of the
Company or any of its subsidiaries, directors of
the Company, and certain consultants and
advisors to the Company or any of its
subsidiaries. Currently, approximately 14,000
officers and employees of the Company and its
subsidiaries (including all of the Company’s
named executive officers with the exception of
Mr. Kevin P. Finan who retired from the Company
on January 1, 2008), and each of the Company’s
nine non-employee directors, are considered
eligible under the 2008 Plan.
Authorized Shares; Limits on Awards
The maximum number of shares of the
Company’s common stock that may be issued or
transferred pursuant to awards under the 2008
Plan equals the sum of: (1) 2,100,000 shares,
plus (2) the number of shares available for
additional award grant purposes under the 2004
Plan as of the date of the Annual Meeting and
determined immediately prior to the termination
of the authority to grant new awards under that
plan as of the date of the Annual Meeting, plus
(3) the number of any shares subject to stock
options granted under the 2004 Plan and
outstanding as of the date of the Annual Meeting
12