Alaska Airlines and Horizon Air 2009 Annual Report Download - page 79

Exhibit A
ALASKA AIR GROUP, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN
PURPOSE
The purpose of this Plan is to assist Eligible Employees in acquiring a stock ownership
interest in the Company, at a favorable price and upon favorable terms, pursuant to a
plan which is intended to qualify as an “employee stock purchase plan” under
Section 423 of the Code. This Plan is also intended to encourage Eligible Employees to
remain in the employ of the Company or a Participating Subsidiary and to provide them
with an additional incentive to advance the best interests of the Company.
DEFINITIONS
Capitalized terms used herein which are not otherwise defined shall have the following
meanings.
“Account” means the bookkeeping account maintained by the Company, or by a
record keeper on behalf of the Company, for a Participant pursuant to Section 7(a).
“Board” means the Board of Directors of the Company.
“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to
time.
“Commission” means the U.S. Securities and Exchange Commission.
“Committee” means the committee appointed by the Board to administer this Plan
pursuant to Section 12.
“Common Stock” means the common stock, par value $1.00 per share, of the
Company, and such other securities or property as may become the subject of
Options pursuant to an adjustment made under Section 17.
“Compensation” means an Eligible Employee’s base pay, inclusive of overtime and
any employer paid leave. Compensation also includes any amounts contributed as
salary reduction contributions to a plan qualifying under Section 401(k), 125 or 129
of the Code. Any other form of remuneration is excluded from Compensation,
including (but not limited to) the following: cash bonuses, severance pay, hiring
bonuses, prizes, awards, relocation or housing allowances, stock option exercises,
stock appreciation right payments, the vesting or grant of restricted stock, the
payment of stock units, performance awards, auto allowances, tuition
reimbursement, perquisites, non-cash compensation and other forms of imputed
income. Notwithstanding the foregoing, Compensation shall not include any amounts
deferred under or paid from any nonqualified deferred compensation plan maintained
by the Company or any Subsidiary (including, without limitation, the Company’s
Nonqualified Deferred Compensation Plan).
“Contributions” means the bookkeeping amounts credited to the Account of a
Participant pursuant to this Plan, equal in amount to the amount of Compensation
that the Participant has elected to contribute for the purchase of Common Stock
under and in accordance with this Plan.
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