SkyWest Airlines 2009 Annual Report Download - page 174

11. CHANGE IN CONTROL PROVISIONS
11.1. Impact on Certain Awards. Award Agreements may provide that in the event of a Change
in Control of the Company (as defined in Section 11.3): (i) Options and Stock Appreciation Rights
outstanding as of the date of the Change in Control shall be cancelled and terminated without payment
therefor if the Fair Market Value of one Share as of the date of the Change in Control is less than the
per Share Option exercise price or Stock Appreciation Right grant price; and (ii) Performance Awards
shall be considered to be earned and payable (either in full or pro rata based on the portion of
Performance Period completed as of the date of the Change in Control) and any limitations or other
restrictions shall lapse and such Performance Awards shall be immediately settled or distributed.
11.2. Assumption or Substitution of Certain Awards.
(a) Unless otherwise provided in the applicable Award Agreement, in the event of a Change
in Control of the Company in which the successor company assumes or provides a substitute award
for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or
Other Share-Based Award (or in which the Company is the ultimate parent corporation and
continues the Award), if a Participant’s employment with such successor company (or the
Company) or a subsidiary thereof terminates within 24 months following such Change in Control
(or such other period set forth in the Award Agreement, including prior thereto if applicable)
without ‘‘cause’’ or for ‘‘good reason’’ as defined in the Award Agreement or under other
circumstances specified in the Award Agreement: (i) Options and Stock Appreciation Rights
outstanding as of the date of such termination of employment will immediately vest, become fully
exercisable, and may thereafter be exercised for 24 months (or such other longer period of time as
is set forth in the applicable Award Agreement); (ii) the restrictions, limitations and other
conditions applicable to Restricted Stock and Restricted Stock Units outstanding as of the date of
such termination of employment shall lapse and the Restricted Stock and Restricted Stock Units
shall become free of all restrictions, limitations and conditions and become fully vested; and
(iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards
or any other Awards shall lapse, and such Other Share-Based Awards or such other Awards shall
become free of all restrictions, limitations and conditions and become fully vested and transferable
to the full extent of the original grant. For the purposes of this Section 11.2, an Option, Stock
Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based
Award shall be considered assumed or substituted for if, following the Change in Control, the
Award confers the right to purchase or receive, for each Share subject to the Option, Stock
Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based
Award immediately prior to the Change in Control, the consideration (whether stock, cash or
other securities or property) received in the transaction constituting a Change in Control by
holders of Shares for each Share held on the effective date of such transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such consideration received in the
transaction constituting a Change in Control is not solely common stock of the successor company,
the Committee may, with the consent of the successor company, provide that the consideration to
be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock
Award, Restricted Stock Unit Award or Other Share-Based Award, for each Share subject thereto,
will be solely common stock of the successor company substantially equal in fair market value to
the per Share consideration received by holders of Shares in the transaction constituting a Change
in Control. The determination of such substantial equality of value of consideration shall be made
by the Committee in its sole discretion and its determination shall be conclusive and binding.
(b) Unless otherwise provided in the applicable Award Agreement, in the event of a Change
in Control of the Company to the extent the successor company does not assume or substitute for
an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or
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