Alaska Airlines and Horizon Air 2007 Annual Report Download - page 83

Exhibit A
ALASKA AIR GROUP, INC.
2008 PERFORMANCE INCENTIVE PLAN
1. PURPOSE OF PLAN
The purpose of this Alaska Air Group, Inc. 2008 Performance Incentive Plan (this “Plan”) of Alaska
Air Group, Inc., a Delaware corporation (the “Corporation”), is to promote the success of the
Corporation and to increase stockholder value by providing an additional means through the grant
of awards to attract, motivate, retain and reward selected employees and other eligible persons.
2. ELIGIBILITY
The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to
those persons that the Administrator determines to be Eligible Persons. An “Eligible Person”isany
person who is either: (a) an officer (whether or not a director) or employee of the Corporation or
one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an
individual consultant or advisor who renders or has rendered bona fide services (other than
services in connection with the offering or sale of securities of the Corporation or one of its
Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the
Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is
selected to participate in this Plan by the Administrator; provided, however, that a person who is
otherwise an Eligible Person under clause (c) above may participate in this Plan only if such
participation would not adversely affect either the Corporation’s eligibility to use Form S-8 to
register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale
of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any
other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if
otherwise eligible, be granted additional awards if the Administrator shall so determine. As used
herein, “Subsidiary” means any corporation or other entity a majority of whose outstanding voting
stock or voting power is beneficially owned directly or indirectly by the Corporation; and “Board”
means the Board of Directors of the Corporation.
3. PLAN ADMINISTRATION
3.1 The Administrator. This Plan shall be administered by and all awards under this Plan shall be
authorized by the Administrator. The “Administrator” means the Board or one or more
committees appointed by the Board or another committee (within its delegated authority) to
administer all or certain aspects of this Plan. Any such committee shall be comprised solely of
one or more directors or such number of directors as may be required under applicable law. A
committee may delegate some or all of its authority to another committee so constituted. The
Board or a committee comprised solely of directors may also delegate, to the extent permitted
by Section 157(c) of the Delaware General Corporation Law and any other applicable law, to
one or more officers of the Corporation, its powers under this Plan (a) to designate the officers
and employees of the Corporation and its Subsidiaries who will receive grants of awards under
this Plan, and (b) to determine the number of shares subject to, and the other terms and
conditions of, such awards. The Board may delegate different levels of authority to different
committees with administrative and grant authority under this Plan. Unless otherwise provided
in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of
the members of the acting Administrator shall constitute a quorum, and (b) the vote of a
majority of the members present assuming the presence of a quorum or the unanimous
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