Alaska Airlines and Horizon Air 2009 Annual Report Download - page 64

(8) In 2007, Mr. Pinneo became partially vested under the Supplementary Retirement Plan, and earned sufficient service
under the Plan to accrue a benefit payable at his Normal Retirement Age. As a result of these changes, $802,627 is
included in the Summary Compensation Table in Column (h) as the Change in Pension Value and is attributable to
Mr. Pinneo’s vesting and service accruals under the Supplementary Retirement Plan during 2007. This accrual also
includes Mr. Pinneo’s nonqualified benefits described in the paragraph below. The Supplementary Retirement Plan
and the nonqualified benefits are payable over the long-term after Mr. Pinneo retires from the Company.
When Mr. Pinneo was elected President and CEO of Horizon Air in 2002, he was 100% vested under the Salaried
Retirement Plan on account of prior service at Alaska. At that time, Horizon Air, which does not have a plan similar to
the Salaried Retirement Plan, agreed to supplement his benefits to ensure that his retirement benefit will be
equivalent to what he would have received had he been participating in the Salaried Retirement Plan during his
tenure as President and CEO of Horizon Air.
2009 GRANTS OF PLAN-BASED AWARDS
The following table presents information regarding the incentive awards granted to the Named
Executive Officers for 2009. Each of the equity-based awards reported in the table below was
granted under our 2008 Performance Incentive Plan (2008 Plan).
Name
(a)
Grant
Date
(b)
Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards
Estimated Future
Payouts Under Equity
Incentive Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
(i)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(j)
Exercise or
Base Price
of Option
Awards
($/Sh)
(k)
Grant Date
Fair Value
of Stock and
Option
Awards
($)(1)
(l)
Thres-
hold
($)
(c)
Target
($)
(d)
Maximum
($)
(e)
Thres-
hold
(#)
(f)
Target
(#)
(g)
Maximum
(#)
(h)
William S. Ayer 1/29/09 0 0 0 0 0 0 24,125 51,300 27.56 1,383,188
1/29/09(2) 0 0 0 0 0 0 32,108 68,338 27.56 1,841,765
N/A 93,462 373,846 747,692 0 0 0 0 0 0 0
Bradley D. Tilden 1/29/09 0 0 0 0 0 0 19,744 42,138 27.56 1,134,161
N/A 66,201 264,806 529,611 0 0 0 0 0 0 0
Glenn S. Johnson 1/29/09 0 0 0 0 0 0 14,102 29,992 27.56 808,599
N/A 58,413 233,653 467,306 0 0 0 0 0 0 0
Benito Minicucci 1/29/09 0 0 0 0 0 0 11,100 23,800 27.56 639,164
N/A 48,679 194,708 389,415 0 0 0 0 0 0 0
Jeffrey D. Pinneo 1/29/09 0 0 0 0 0 0 8,500 18,000 27.56 486,296
N/A 46,417 185,669 371,337 0 0 0 0 0 0 0
(1) The amounts reported in Column (l) reflect the fair value of these awards on the grant date as determined under the
principles used to calculate the value of equity awards for purposes of the Company’s financial statements and may
or may not be representative of the value eventually realized by the executive. For a discussion of the assumptions
and methodologies used to value the awards reported in Column (l), please see the discussion of stock awards and
option awards contained in Note 10 (Stock-Based Compensation Plans) to the Company’s Consolidated Financial
Statements, included as part of the Company’s 2009 Annual Report filed on Form 10-K with the SEC and
incorporated herein by reference.
(2) The Committee granted a special retention award in the form of restricted stock units and option awards to Mr. Ayer
in 2009 that vest on the third anniversary of the date of grant. These awards were granted in addition to his annual
compensation equity awards. These awards are not subject to accelerated vesting upon retirement or other
termination from the Company.
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