Alaska Airlines and Horizon Air 2007 Annual Report Download - page 85

conditions, in such circumstances as the Administrator may deem appropriate, in each
case subject to Sections 4 and 8.6, and provided that in no case (except due to an
adjustment contemplated by Section 7 or any repricing that may be approved by
stockholders) shall such an adjustment constitute a repricing (by amendment,
substitution, cancellation and regrant, exchange or other means) of the per share exercise
or base price of any option or stock appreciation right;
(h) determine the date of grant of an award, which may be a designated date after but not
before the date of the Administrator’s action (unless otherwise designated by the
Administrator, the date of grant of an award shall be the date upon which the
Administrator took the action granting an award);
(i) determine whether, and the extent to which, adjustments are required pursuant to
Section 7 hereof and authorize the termination, conversion, substitution or succession of
awards upon the occurrence of an event of the type described in Section 7;
(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of
equivalent value, or other consideration, provided, however, that in no case without
stockholder approval shall the Corporation effect a “repricing” of a stock option or stock
appreciation right granted under this Plan by purchasing the option or stock appreciation
right at a time when the exercise or base price of the award is greater than the fair market
value of a share of Common Stock; and
(k) determine the fair market value of the Common Stock or awards under this Plan from time
to time and/or the manner in which such value will be determined.
3.3 Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary,
or the Administrator relating or pursuant to this Plan and within its authority hereunder or
under applicable law shall be within the absolute discretion of that entity or body and shall be
conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any
member thereof or person acting at the direction thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with this Plan (or
any award made under this Plan), and all such persons shall be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss, damage or expense (including,
without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under any directors and officers liability insurance coverage that may be in effect
from time to time.
3.4 Reliance on Experts. In making any determination or in taking or not taking any action under
this Plan, the Administrator may obtain and may rely upon the advice of experts, including
employees and professional advisors to the Corporation. No director, officer or agent of the
Corporation or any of its Subsidiaries shall be liable for any such action or determination taken
or made or omitted in good faith.
3.5 Delegation. The Administrator may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Corporation or any of its Subsidiaries or to
third parties.
4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS
4.1 Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be
delivered under this Plan shall be shares of the Corporation’s authorized but unissued
Common Stock and any shares of its Common Stock held as treasury shares. For purposes of
this Plan, “Common Stock” shall mean the common stock of the Corporation and such other
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