SkyWest Airlines 2008 Annual Report Download - page 133

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PROPOSAL 2
APPROVAL OF THE SKYWEST, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors adopted the SkyWest, Inc. 2009 Employee Stock Purchase Plan (the
‘‘Stock Purchase Plan’’), effective July 1, 2009 subject to approval by the shareholders at the Meeting.
In the event that the Company’s shareholders do not approve the Stock Purchase Plan on or before
June 30, 2009, the Stock Purchase Plan will terminate on that date and no shares of Common Stock
will be issued under the Stock Purchase Plan.
The Board of Directors Recommends that Shareholders
Vote FOR the SkyWest, Inc. 2009 Employee Stock Purchase Plan
The following description summarizes the principle features of the Stock Purchase Plan, but is
qualified in its entirety by reference to the full text of the Stock Purchase Plan as set forth on
Appendix A to this Proxy Statement.
Description of the Plan
Purpose: The purpose of the Stock Purchase Plan is to provide a method whereby employees of
the Company, SkyWest Airlines, ASA and any other subsidiary subsequently designated by the
Company will have an opportunity to acquire a proprietary interest in the Company through the
purchase of shares of Common Stock. The Board believes the Stock Purchase Plan is important
because it provides incentives to present and future employees by allowing them to share in the
Company’s growth. The Stock Purchase Plan is intended to qualify as an ‘‘employee stock purchase
plan’’ under Section 423 of the Code.
Administration: Except for certain powers expressly reserved to the Board and the Compensation
Committee, the Stock Purchase Plan will be administered by the Company and the Company has the
authority to interpret and construe all provisions of the Stock Purchase Plan and to make all decisions
and determinations relating to the operation of the Stock Purchase Plan.
Duration: Subject to shareholder approval at the Meeting, the Stock Purchase Plan will be
deemed to be effective on July 1, 2009 and will remain in effect until terminated by the Board in
accordance with its terms.
Shares Subject to Plan: A maximum of 3,000,000 shares of Common Stock are available for
issuance under the Stock Purchase Plan. In the event the outstanding shares of Common Stock are
increased, decreased, changed into, or exchanged for a different number or kind of shares or securities
through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split or
similar transaction, the maximum number of shares available for issuance under the Stock Purchase
Plan will be proportionately adjusted.
Eligibility: Participation in the Stock Purchase Plan is limited to employees of the Company,
SkyWest Airlines, ASA (and any other subsidiary subsequently designated by the Company) who have
completed ninety (90) days of continuous employment with the Company since their most recent
employment commencement date.
Offerings under the Plan: The Stock Purchase Plan provides for six-month offering periods
commencing each July 1 and January 1 unless otherwise determined by the Compensation Committee.
33