SkyWest Airlines 2009 Annual Report Download - page 155

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Restricted Stock Units. Generally, no income will be recognized upon the award of restricted stock
units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income
rates on any cash received and the fair market value of any unrestricted shares of Common Stock or
other property on the date that such amounts are transferred to the participant under the award
(reduced by any amount paid by the participant for such restricted stock units).
Performance Awards. No income generally will be recognized upon the grant of a performance
award. Upon payment in respect of a performance award, the recipient generally will be required to
include as taxable ordinary income in the year of receipt an amount equal to the amount of cash
received and the fair market value of any nonrestricted shares of Common Stock or other property
received.
Tax Consequences to the Company
To the extent that a participant recognizes ordinary income in the circumstances described above,
the Company or the subsidiary for which the participant performs services will be entitled to a
corresponding deduction provided that, among other things, the amount (i) meets the test of
reasonableness, (ii) is an ordinary and necessary business expense, (iii) is not an ‘‘excess parachute
payment’’ within the meaning of Section 280G of the Code, and (iv) is not disallowed by the $1 million
limitation on certain executive compensation under Section 162(m) of the Code.
Value of Benefits
The Company is unable to determine the amount of benefits that may be received by participants
under the 2010 Plan if adopted, as grants of awards are discretionary with the Compensation
Committee.
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit and Finance Committee has recommended and approved the appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm (independent auditors) to
examine the consolidated financial statements of the Company for the year ending December 31, 2010.
The Company is seeking shareholder ratification of such action.
It is expected that representatives of Ernst & Young LLP will attend the Meeting and be available
to make a statement or respond to appropriate questions.
The Board and the Audit and Finance Committee Recommend that Shareholders
Vote FOR the Ratification of Appointment of
Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
(Independent Auditors).
AUDIT & FINANCE COMMITTEE DISCLOSURE
Who served on the Audit and Finance Committee?
The members of the Audit and Finance Committee as of December 31, 2009 were J. Ralph Atkin
(Chair), Henry J. Eyring, James L. Welch and Robert G. Sarver. Each member of the Audit and
Finance Committee has been determined by the Board to be independent under the rules of the
Securities and Exchange Commission and The Nasdaq Global Select Market. The Board has
49