SkyWest Airlines 2009 Annual Report Download - page 170

7. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
7.1. Grants. Awards of Restricted Stock and of Restricted Stock Units may be issued hereunder
to Participants either alone or in addition to other Awards granted under the Plan (a ‘‘Restricted Stock
Award’’ or ‘‘Restricted Stock Unit Award’’ respectively), and such Restricted Stock Awards and
Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and
other earned cash-based incentive compensation. Each Restricted Stock Award and Restricted Stock
Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of time
specified by the Committee (the ‘‘Vesting Period’’). The Committee has absolute discretion to
determine whether any consideration (other than services) is to be received by the Company or any
Subsidiary as a condition precedent to the issuance of Restricted Stock Awards or Restricted Stock
Unit Awards.
7.2. Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit
Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions
determined by the Committee and not inconsistent with the Plan. The terms of Restricted Stock
Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.
7.3. Rights of Holders of Restricted Stock and Restricted Stock Units.
(a) Unless otherwise provided in the applicable Award Agreement, beginning on the date of
grant of the Restricted Stock Award and subject to execution of the Award Agreement, the
Participant shall become a stockholder of the Company with respect to all Shares subject to the
Award Agreement and shall have all of the rights of a stockholder, including the right to vote such
Shares and the right to receive dividends and other distributions made with respect to such Shares.
Except as otherwise provided in an Award Agreement, any Shares or any other property (other
than cash) distributed as a dividend or otherwise with respect to any Restricted Stock Award as to
which the restrictions have not yet lapsed shall be subject to the same restrictions as apply to the
Restricted Stock under such Restricted Stock Award. Any provision herein to the contrary
notwithstanding, unless otherwise provided in the applicable Award Agreement, cash dividends
with respect to any Restricted Stock Award and any other property (other than cash) distributed as
a dividend or otherwise with respect to any Restricted Stock Award shall be: (i) accumulated
subject to restrictions and risk of forfeiture to the same extent as the underlying Restricted Stock
with respect to which such cash, Shares or other property has been distributed; and (ii) either
(A) paid to the Participant at the time such restrictions and risk of forfeiture lapse or (B) forfeited
to the extent the underlying Restricted Stock that is forfeited.
(b) A Participant receiving a Restricted Stock Unit Award shall not possess voting rights or
the right to receive any dividends or other distributions with respect to such Award. The applicable
Award Agreement may, however, grant the Participant Dividend Equivalencies with respect to
Restricted Stock Units.
(c) Notwithstanding the provisions of this Section, cash dividends with respect to any
Restricted Stock Award and any other property (other than cash) distributed as a dividend or
otherwise with respect to any Restricted Stock Award or the number of Shares covered by a
Restricted Stock Unit Award that vests based on achievement of performance goals shall be
accumulated, shall be subject to restrictions and risk of forfeiture to the same extent as the
Restricted Stock or Restricted Stock Units with respect to which such cash, Shares or other
property has been distributed and shall be paid at the time such restrictions and risk of forfeiture
lapse.
A-8