SkyWest Airlines 2008 Annual Report Download - page 149

17.2. The obligation of the Company to sell or deliver shares of Common Stock with respect to
options granted under the Plan shall be subject to all applicable laws, rules and regulations, and the
obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate
by the Plan Administrator. Without limiting the foregoing, shares of Common Stock shall not be issued
with respect to an option under this Plan unless the exercise of such option and the issuance and
delivery of such shares complies with all applicable provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder,
applicable state securities laws and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the Company with respect to
such compliance. As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
18. WITHHOLDING OF TAXES
If the Participant makes a disposition, within the meaning of Section 424(c) of the Code and
regulations promulgated thereunder, of any shares of Common Stock issued to such Participant
pursuant to the Participant’s exercise of an option, and such disposition occurs within the two-year
period commencing on the day after the Offering Date or within the one-year period commencing on
the day after the Exercise Date, such Participant shall, within five (5) days of such disposition, notify
the Company thereof. In addition, in order to satisfy the requirement to withhold the amount (if any)
of federal, state or local taxes that the Company (or Subsidiary) determines is applicable, the Company
may (i) deduct shares of Common Stock from the Participant’s Account equal in value to such amount,
and (ii) the Company and any Subsidiary may deduct such amount from any other compensation
payable to the Participant.
19. MISCELLANEOUS
19.1. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in
whole or in part by a court of competent jurisdiction, such provision shall (a) be deemed limited to the
extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so
limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part
thereof, each of which shall remain in full force and effect. If the making of any payment or the
provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or
unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability
shall not prevent any other payment or benefit from being made or provided under the Plan, and if the
making of any payment in full or the provision of any other benefit required under the Plan in full
would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or
unenforceability shall not prevent such payment or benefit from being made or provided in part, to the
extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit
that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.
19.2. As used in the Plan, the words ‘‘include’’ and ‘‘including,’’ and variations thereof, shall not be
deemed to be terms of limitation, but rather shall be deemed to be followed by the words ‘‘without
limitation.’’
19.3. The captions in the Plan are for convenience of reference only, and are not intended to
narrow, limit or affect the substance or interpretation of the provisions contained herein.
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