SkyWest Airlines 2008 Annual Report Download - page 144

2.11. ‘‘Employee’’ shall mean any person who is regularly employed by the Company or a
Designated Subsidiary and is classified as an ‘‘employee’’ under the Company’s or a Designated
Subsidiary’s system of personnel classification, but excluding leased employees, as described in
Section 414(n) of the Code, and any payroll service or agency employee; i.e., an individual for whom
the direct pay or compensation with respect to the performance of services for the Company or a
Subsidiary is paid by any outside entity, including but not limited to a payroll service or temporary
employment agency. The determination whether an individual is an employee shall be made solely
based on the Company’s or Designated Subsidiary’s method of personnel classification, without regard
to whether the individual is considered a common law employee of the Company or a Designated
Subsidiary for any other purpose.
2.12. ‘‘Exercise Date’’ shall mean the last business day of each Offering Period in which payroll
deductions are made under the Plan.
2.13. ‘‘Fair Market Value’’ per share as of a particular date shall mean the closing price of the
Common Stock as reported on the NASDAQ Stock Market on that date (or if there were no reported
prices on such date, on the last preceding date on which the prices were reported) or, if the Company
is not then listed on the NASDAQ Stock Market, on such other principal securities exchange on which
the Shares are traded.
2.14. ‘‘Offering Date’’ shall mean the first business day of each Offering Period.
2.15. ‘‘Offering Period’’ shall mean a period of six (6) months, or such other period of time as
determined from time to time by the Committee, provided that in no event shall an Offering Period
exceed twenty-seven (27) months. The first Offering Period shall commence on July 1, 2009.
2.16. ‘‘Participant’’ shall mean an Eligible Employee who participates in the Plan.
2.17. ‘‘Plan Administrator’’ means the Company acting through its Secretary or other authorized
officers.
2.18. ‘‘Subsidiary’’ shall mean any corporation having the relationship to the Company described in
Section 424(f) of the Code.
3. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 14, a total of 3,000,000 shares of Common Stock may
be issued under the Plan. Such shares may be authorized but unissued Common Stock, authorized and
issued Common Stock held in the Company’s treasury, or Common Stock acquired by the Company in
the open market or otherwise. If the total number of shares which would otherwise be subject to
options granted under the Plan on an Offering Date exceeds the number of shares then available under
the Plan (after deduction of all shares for which options have been exercised or are then outstanding),
the Committee shall make a pro rata allocation of the shares remaining available for option grant in as
uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the
Committee shall give written notice to each Participant of such reduction of the number of option
shares affected thereby and shall similarly reduce the rate of payroll deductions, if necessary. In the
event the above share limit is adjusted on account of a stock split or similar transaction under
Section 14 below, all shares issued under the Plan prior to the adjustment shall be counted against that
limit on a post-split adjusted basis.
4. PARTICIPATION
4.1. Each Eligible Employee on an Offering Date shall become a Participant as of the Offering
Date by completing an Authorization Form and filing it with the Plan Administrator or Designated
Broker by the date required by the Plan Administrator pursuant to such method as the Plan
A-2