Alaska Airlines and Horizon Air 2009 Annual Report Download - page 31

all classes of stock of the Company or
one of its subsidiaries or to the extent it
would exceed certain other limits under
the U.S. Internal Revenue Code (the
“Code”).
We have the flexibility to change the 1% and
10% contribution limits and the individual
share limits referred to above from time to
time without stockholder approval. However,
we cannot increase the aggregate-share limit
under the ESPP, other than to reflect stock
splits and similar adjustments as described
below, without stockholder approval. The
$25,000 and the 5% ownership limitations
referred to above are required under the
Code.
Anti-dilution Adjustments
As is customary in stock incentive plans of
this nature, the number and kind of shares
available under the ESPP, as well as ESPP
purchase prices and share limits, are
subject to adjustment in the case of certain
corporate events. These events include
reorganizations, mergers, combinations,
consolidations, recapitalizations,
reclassifications, stock splits, stock
dividends, asset sales or other similar
unusual or extraordinary corporate events,
or extraordinary dividends or distributions of
property to our stockholders.
Termination of Participation
A participant’s election to participate in the
ESPP will generally continue in effect for all
Offering Periods until the participant files a
new election that takes effect or the
participant ceases to participate in the
ESPP. A participant’s participation in the
ESPP generally will terminate if, prior to the
applicable Purchase Date, the participant
ceases to be employed by the Company or
one of its participating subsidiaries or the
participant is no longer scheduled to work
more than five months per calendar year.
If a participant’s ESPP participation
terminates during an Offering Period for any
of the reasons discussed in the preceding
paragraph, he or she will no longer be
permitted to make contributions to the ESPP
for that Offering Period and, subject to
limited exceptions, his or her option for that
Offering Period will automatically terminate
and his or her ESPP account balance will be
paid to him or her in cash without interest.
However, a participant’s termination from
participation will not have any effect upon
his or her ability to participate in any
succeeding Offering Period, provided that
the applicable eligibility and participation
requirements are again then met.
Transfer Restrictions
A participant’s rights with respect to options
or the purchase of shares under the ESPP,
as well as contributions credited to his or
her ESPP account, may not be assigned,
transferred, pledged or otherwise disposed
of in any way except by will or the laws of
descent and distribution.
Administration
The ESPP is administered by the Board or by
a committee appointed by the Board. The
Board has appointed the Compensation
Committee of the Board as the current
administrator of the ESPP. The administrator
has full power and discretion to adopt,
amend or rescind any rules and regulations
for carrying out the ESPP and to construe
and interpret the ESPP. Decisions of the
ESPP administrator with respect to the ESPP
are final and binding on all persons.
No Limit on Other Plans
The ESPP does not limit the ability of the
Board or any committee of the Board to
grant awards or authorize any other
compensation, with or without reference to
the Company’s common stock, under any
other plan or authority.
ŠProxy
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