SkyWest Airlines 2009 Annual Report Download - page 149

Share Counting: Shares subject to stock options and stock appreciation rights
will reduce the shares available for awards by one share for
every one share granted. Restricted stock, restricted stock
units and other awards (excluding options and stock
appreciation rights) settled in shares of Common Stock will
reduce the shares available for awards by 1.65 shares for every
one share awarded. Awards settled in cash do not count
against the pool of available shares. Shares tendered or
withheld to pay taxes or an option’s exercise price are not
available for re-issuance and count against the pool of
available shares. Shares under cancelled, terminated, forfeited
or expired awards under the 2010 Plan are added back to the
available share pool. Shares under cancelled, terminated,
forfeited or expired awards under the Prior Plans are also
added back to the maximum under the 2010 Plan.
Vesting: Vesting will be determined by the Compensation Committee
at the time of each grant.
In the event of a change of control with respect to the
Company, unless otherwise provided in the applicable award
agreement: (i) stock options and stock appreciation rights
become fully exercisable and performance awards, restricted
stock and restricted stock units become fully vested if such
awards are assumed or substituted for by the acquiring or
successor company and the participant’s employment is
terminated within 24 months of the change in control without
‘‘cause’’ or for ‘‘good reason’’; or (ii) if not assumed or
substituted for by the acquiring or successor company, become
fully exercisable and vested upon the change in control.
On a change in control with respect to the Company, the
Compensation Committee may settle awards for cash.
Deposits: The Compensation Committee may require escrow deposits of
Common Stock owned by the participant as a condition to
restricted stock awards.
Not Permitted Without Shareholder
Approval: (1) Increases in the number of shares authorized, (2) Grants
of stock options or stock appreciation rights having an exercise
price below fair market value, (3) Repricing of stock options
or stock appreciation rights, or (4) Changes to individual
limits on awards intended to satisfy Code Section 162(m)
Eligibility. Only employees, directors and consultants of the Company and its subsidiaries are
eligible to receive awards under the 2010 Plan. The Compensation Committee determines which
persons receive awards. The primary recipients of awards under the 2010 Plan will be our officers,
other key employees, managers and pilots.
Administration. The 2010 Plan will be administered by the Compensation Committee. The
Compensation Committee has the authority to interpret and construe all provisions of the 2010 Plan
and to make all decisions and determinations relating to the operation of the 2010 Plan, including the
authority and discretion to: (i) select the individuals to receive stock option grants or other awards;
43