Alaska Airlines and Horizon Air 2007 Annual Report Download - page 94

unless the Administrator has made a provision for the substitution, assumption, exchange or
other continuation or settlement of the award or the award would otherwise continue in
accordance with its terms in the circumstances: (1) unless otherwise provided in the
applicable award agreement, each then-outstanding option and SAR shall become fully vested,
all shares of restricted stock then outstanding shall fully vest free of restrictions, and each
other award granted under this Plan that is then outstanding shall become payable to the
holder of such award; and (2) each award shall terminate upon the related event; provided that
the holder of an option or SAR shall be given reasonable advance notice of the impending
termination and a reasonable opportunity to exercise his or her outstanding vested options
and SARs (after giving effect to any accelerated vesting required in the circumstances) in
accordance with their terms before the termination of such awards (except that in no case
shall more than ten days’ notice of the impending termination be required and any
acceleration of vesting and any exercise of any portion of an award that is so accelerated may
be made contingent upon the actual occurrence of the event).
Without limiting the preceding paragraph, in connection with any event referred to in the
preceding paragraph or any change in control event defined in any applicable award
agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any
award or awards as and to the extent determined by the Administrator in the circumstances.
The Administrator may adopt such valuation methodologies for outstanding awards as it
deems reasonable in the event of a cash or property settlement and, in the case of options,
SARs or similar rights, but without limitation on other methodologies, may base such
settlement solely upon the excess if any of the per share amount payable upon or in respect of
such event over the exercise or base price of the award.
In any of the events referred to in this Section 7.2, the Administrator may take such action
contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of such
event) to the extent that the Administrator deems the action necessary to permit the
participant to realize the benefits intended to be conveyed with respect to the underlying
shares. Without limiting the generality of the foregoing, the Administrator may deem an
acceleration to occur immediately prior to the applicable event and/or reinstate the original
terms of the award if an event giving rise to an acceleration does not occur.
Without limiting the generality of Section 3.3, any good faith determination by the
Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding
on all persons.
7.3 Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by
express provision in the award agreement and may accord any Eligible Person a right to refuse
any acceleration, whether pursuant to the award agreement or otherwise, in such
circumstances as the Administrator may approve. The portion of any ISO accelerated in
connection with an event referred to in Section 7.2 (or such other circumstances as may
trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent
the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the
accelerated portion of the option shall be exercisable as a nonqualified stock option under the
Code.
8. OTHER PROVISIONS
8.1 Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the
offer, issuance and delivery of shares of Common Stock, and/or the payment of money under
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