Alaska Airlines and Horizon Air 2009 Annual Report Download - page 87

with respect to this Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members. No member of the Committee shall be entitled to act on
or decide any matter relating solely to himself or herself or solely to any of his or her
rights or benefits under this Plan.
Powers and Duties of the Committee.Subject to the express provisions of this Plan, the
Committee shall supervise and administer this Plan and shall have the full authority and
discretion: (1) to construe and interpret this Plan and any agreements defining the rights
and obligations of the Company, any Subsidiary, and Participants under this Plan; (2) to
further define the terms used in this Plan; (3) to prescribe, amend and rescind rules and
regulations relating to the administration of this Plan (including, without limitation,
deadlines for making elections or for providing any notices contemplated by this Plan,
which deadlines may be more restrictive than any deadlines otherwise contemplated by
this Plan); and (4) to make all other determinations and take such other action as
contemplated by this Plan or as may be necessary or advisable for the administration of
this Plan or the effectuation of its purposes. Notwithstanding anything else contained in
this Plan to the contrary, the Committee may also adopt rules, procedures or sub-plans
applicable to particular Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Section 423 of the Code and need not comply with the otherwise
applicable provisions of this Plan.
Decisions of the Committee are Binding.Any action taken by, or inaction of, the
Company, any Subsidiary, the Board or the Committee 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.
Indemnification.Neither the Board nor any 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, and all
such persons shall be entitled to indemnification and reimbursement by the Company 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.
Reliance on Experts.In making any determination or in taking or not taking any action
under this Plan, the Committee or the Board, as the case may be, may obtain and may
rely upon the advice of experts, including professional advisors to the Company. No
director, officer or agent of the Company or any Participating Subsidiary shall be liable for
any such action or determination taken or made or omitted in good faith.
Delegation.The Committee may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Company or a Subsidiary.
DESIGNATION OF BENEFICIARY
If the Committee permits beneficiary designations with respect to this Plan, then each
Participant may file, on a form and in a manner prescribed by the Committee (or its
delegate), a written designation of a beneficiary who is to receive any shares or cash from
or with respect to such Participant’s Account under this Plan in the event of such
Participant’s death. If a Participant is married and the designated beneficiary is not solely
his or her spouse, spousal consent shall be required for such designation to be effective
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