SkyWest Airlines 2009 Annual Report Download - page 144

for the five taxable years preceding the year of the change in control (the ‘‘Base Period Amount’’), the
acceleration would result in an excess parachute payment under Code Section 280G. A Named
Executive would be subject to a 20% excise tax on any such excess parachute payment and the
Company would be unable to deduct the amount of the excess parachute payment for tax purposes.
The Company has not agreed to provide its Named Executives with any gross-up or reimbursement for
excise taxes imposed on excess parachute payments.
Deferred Compensation. If a Named Executive had terminated employment on December 31,
2009, the Named Executive would have become entitled to receive the balance in his account under the
applicable deferred compensation plan. Distribution would be made in the form of a lump sum or in
installments, and in accordance with the distributions schedule elected by the Named Executive under
the applicable plan. The 2009 year-end account balances under those plans are shown in column (e) in
the applicable Nonqualified Deferred Compensation Tables set forth above. A Named Executive’s
account balance would continue to be credited with notational investment earnings or losses through
the date of actual distribution.
DIRECTOR COMPENSATION
The Company uses a combination of cash and stock based incentive compensation to attract and
retain qualified candidates to serve as directors. In setting director compensation, the Company
considers the significant amount of time that directors expend in fulfilling their duties to the Company,
as well as the skill level required by the Company of its directors. Each director is encouraged to own
at least 5,000 shares of Common Stock.
Cash Compensation Paid to Directors
For the year ended December 31, 2009, all directors who were not employees of the Company
received an annual cash retainer of $32,000 and attendance fees of $1,700 for each board meeting,
$1,600 for each Audit & Finance Committee meeting and $1,300 for each Compensation Committee
meeting and each Nominating and Corporate Governance Committee meeting; $850 for each
telephonic board meeting, $800 for each telephonic Audit & Finance Committee meeting and $750 for
each telephonic Compensation Committee meeting and each Nominating and Corporate Governance
Committee meeting. The director serving as the Chairman of the Compensation Committee was paid
an annual fee of $5,000, the Chairman of Nominating and Corporate Governance Committee was paid
an annual fee of $4,000, and the lead director was paid $4,000. The director serving as the Chairman of
the Audit and Finance Committee was paid an annual fee of $15,000. Jerry C. Atkin, Chairman of the
Board and an employee of the Company, received no compensation for his service on the Board.
Stock Awards
Each non-employee director receives a stock award annually. On February 5, 2009, each of the
non-employee directors received an award of 3,281 shares of Common Stock. The Company did not
grant stock options to its non-employee directors in 2009.
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