SkyWest Airlines 2008 Annual Report Download - page 148

14. EFFECT OF CERTAIN CHANGES
14.1. In the event of any merger, reorganization, consolidation, recapitalization, dividend or
distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split,
reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the
shares of Common Stock of the Company or the value thereof, the Committee shall make such
adjustments to the Plan and the then outstanding options under the Plan as the Committee, in its sole
discretion, deems equitable and appropriate taking into consideration the accounting and tax
consequences of such adjustments, including proportionate adjustments to: (a) the aggregate number of
shares of Common Stock that may be delivered under the Plan, (b) the maximum number of shares of
Common Stock that may be purchased under the Plan by any one Participant in an Offering Period,
and (c) the number, and exercise price of shares of Common Stock subject to outstanding Awards
granted under the Plan. Such adjustments may be retroactive and shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
14.2. In the event of a Corporate Transaction, the Committee in its sole discretion may provide
that immediately prior to the consummation of such Corporate Transaction the Offering Period then in
progress will end and all outstanding options (a) will be exercised; or (b) will be cancelled in exchange
for a payment in cash, securities or other property based upon the excess of the Fair Market Value of a
share of Common Stock immediately prior to the transaction over the option price.
15. TERMINATION OR AMENDMENT
The Board may at any time terminate, suspend or amend the Plan as it shall deem advisable. No
such termination may adversely affect options previously granted without the consent of affected
Participants. No amendment shall be effective unless approved by the stockholders of the Company if
stockholder approval of such amendment is required to comply with applicable law, including
Section 423 of the Code and the rules and regulations of the NASDAQ Stock Market (or such other
principal securities market on which the Common Stock is traded). Notwithstanding the foregoing,
without approval of the Board or stockholder consent and without regard to whether any Participant
rights may be considered to have been adversely affected: (a) the Committee shall be entitled to make
the adjustments and changes described in Section 14 above and change the Offering Periods; and
(b) the Plan Administrator may limit the frequency and/or number of changes in the amount withheld
during an Offering Period, permit payroll withholding in excess of the amount designated by a
Participant in order to adjust for delays or mistakes in the processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase of shares for each Participant
properly correspond with amounts withheld from the Participant’s Compensation, and establish such
other limitations or procedures as the Plan Administrator determines in its sole discretion to be
advisable that are consistent with the Plan.
16. NO EMPLOYMENT RIGHTS
Nothing in the Plan shall confer upon any Participant the right to continue in the employment of
the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to
terminate the employment of any Participant at any time for any reason at will.
17. REGULATIONS AND OTHER APPROVALS; GOVERNING LAW
17.1. This Plan and the right of all persons claiming an interest hereunder shall be construed and
determined in accordance with the laws of the State of Utah without reference to principles of conflict
of laws.
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