Alaska Airlines and Horizon Air 2007 Annual Report Download - page 84

written consent of the members of the Administrator shall constitute action by the acting
Administrator.
With respect to awards intended to satisfy the requirements for performance-based
compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”), this Plan shall be administered by a committee consisting solely of two or more
outside directors (as this requirement is applied under Section 162(m) of the Code); provided,
however, that the failure to satisfy such requirement shall not affect the validity of the action
of any committee otherwise duly authorized and acting in the matter. Award grants, and
transactions in or involving awards, intended to be exempt under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely
authorized by the Board or a committee consisting solely of two or more non-employee
directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange
Act). To the extent required by any applicable listing agency, this Plan shall be administered by
a committee composed entirely of independent directors (within the meaning of the applicable
listing agency).
3.2 Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator
is authorized and empowered to do all things necessary or desirable in connection with the
authorization of awards and the administration of this Plan (in the case of a committee or
delegation to one or more officers, within the authority delegated to that committee or
person(s)), including, without limitation, the authority to:
(a) determine eligibility and, from among those persons determined to be eligible, the
particular Eligible Persons who will receive an award under this Plan;
(b) grant awards to Eligible Persons, determine the price at which securities will be offered or
awarded and the number of securities to be offered or awarded to any of such persons,
determine the other specific terms and conditions of such awards consistent with the
express limits of this Plan, establish the installments (if any) in which such awards shall
become exercisable or shall vest (which may include, without limitation, performance and/
or time-based schedules), or determine that no delayed exercisability or vesting is
required, establish any applicable performance targets, and establish the events of
termination or reversion of such awards;
(c) approve the forms of award agreements (which need not be identical either as to type of
award or among participants);
(d) construe and interpret this Plan and any agreements defining the rights and obligations of
the Corporation, its Subsidiaries, and participants under this Plan, further define the
terms used in this Plan, and prescribe, amend and rescind rules and regulations relating
to the administration of this Plan or the awards granted under this Plan;
(e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue,
suspend, or terminate any or all outstanding awards, subject to any required consent
under Section 8.6.5;
(f) accelerate or extend the vesting or exercisability or extend the term of any or all such
outstanding awards (in the case of options or stock appreciation rights, within the
maximum ten-year term of such awards) in such circumstances as the Administrator may
deem appropriate (including, without limitation, in connection with a termination of
employment or services or other events of a personal nature) subject to any required
consent under Section 8.6.5;
(g) adjust the number of shares of Common Stock subject to any award, adjust the price of
any or all outstanding awards or otherwise change previously imposed terms and
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