SkyWest Airlines 2008 Annual Report Download - page 129

The table below shows the funds available under the ASA Deferred Compensation Plan, and the
annual rate of return for the calendar year ended December 31, 2008:
Name of Fund Rate of Return
American Century Equity Income-Inv ........................ (20.0)%
American Century-Equity Index-Inst ......................... (37.2)%
American Century International Growth-Inv ................... (45.2)%
American Century Premium Money Market-Inv ................. 2.9%
American Century Short-Term Government-Inv ................. 4.7%
American Century Strategic Aggressive-Inv .................... (33.7)%
American Century Strategic Conservative-Inv ................... (15.8)%
American Century Strategic Moderate-Inv ..................... (26.0)%
American Century Ultra-Inv ............................... (41.7)%
American Century Value-Inv ............................... (26.7)%
Buffalo Small Cap ...................................... (29.8)%
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The information below describes and quantifies certain payments or benefits that would be payable
under the existing plans and programs of the Company and its subsidiaries if an NEO’s employment
had terminated on December 31, 2008 or the Company or the applicable subsidiary had undergone a
change in control on December 31, 2008. These benefits are in addition to benefits generally available
to all salaried employees of the Company in connection with a termination of employment, such as
distributions from the 401(k) Plans, disability and life insurance benefits, the value of employee-paid
group health plan continuation coverage under the Consolidated Omnibus Reconciliation Act, or
‘‘COBRA’’ and accrued vacation pay. The NEOs do not have any other severance benefits, severance
agreements or change-in-control agreements.
Accelerated Vesting of Stock Options and Stock Awards Upon Change In Control. Under the
Company’s long-term incentive plans, all outstanding stock options and shares of restricted stock held
by an NEO become fully vested upon a ‘‘change in control’’ without regard to whether the NEO
terminates employment in connection with or following the change in control. The Company’s
long-term incentive plans generally define a ‘‘change in control’’ as any of the following events: (i) the
acquisition by any person of 50% or more of the Company’s voting shares, (ii) replacement of a
majority of the Company’s directors within a two-year period under certain conditions, or
(iii) shareholder approval of a merger in which the Company is not the surviving entity, sale of
substantially all of the Company’s assets or liquidation. The following table shows for each NEO the
intrinsic value of his unvested stock option and restricted stock awards as of December 31, 2008 that
would have been accelerated had a change in control of the Company occurred on that date, calculated
by multiplying the number of underlying shares by the closing price of the Common Stock on the last
trading day of 2008 ($18.60 per share) and, in the case of stock options, by then subtracting the
applicable option exercise price:
Name Early Vesting of Stock Options Early Vesting of Restricted Stock
Jerry C. Atkin ........... —$278,628
Bradford R. Rich ........ —$162,638
Russell A. Childs ......... —$128,693
Bradford R. Holt ........ —$122,779
If a change in control with respect to the Company results in acceleration of vesting of an NEO’s
otherwise unvested stock options and other stock awards, and if the value of such acceleration exceeds
2.99 times the NEO’s average W-2 compensation with the Company for the five taxable years preceding
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