SkyWest Airlines 2009 Annual Report Download - page 175

Other Share-Based Award (or in which the Company is the ultimate parent corporation and does
not continue the Award), then immediately prior to the Change in Control: (i) those Options and
Stock Appreciation Rights outstanding as of the date of the Change in Control that are not
assumed or substituted for (or continued) shall immediately vest and become fully exercisable;
(ii) all restrictions, limitations and other conditions applicable to Restricted Stock and Restricted
Stock Units that are not assumed or substituted for (or continued) 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, other limitations and other conditions applicable
to any Other Share-Based Awards or any other Awards that are not assumed or substituted for (or
continued) 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.
(c) The Committee, in its discretion, may determine that, upon the occurrence of a Change
in Control of the Company, each Option and Stock Appreciation Right outstanding shall terminate
within a specified number of days after notice to the Participant, and/or that each Participant shall
receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount
equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of
such Change in Control over the exercise price per Share of such Option and/or Stock
Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property
(including the stock or property, if any, payable in the transaction) or in a combination thereof, as
the Committee, in its discretion, shall determine.
11.3. Change in Control. For purposes of the Plan, unless otherwise provided in an Award
Agreement, Change in Control means the occurrence of any one of the following events:
(a) During any twenty-four (24) month period, individuals who, as of the beginning of such
period, constitute the Board (the ‘‘Incumbent Directors’’) cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a director subsequent to the
beginning of such period whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Company as a result
of an actual or threatened election contest with respect to directors or as a result of any other
actual or threatened solicitation of proxies by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director;
(b) Any ‘‘person’’ (as such term is defined in the Exchange Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a ‘‘beneficial owner’’ (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company’s then outstanding
securities eligible to vote for the election of the Board (the ‘‘Company Voting Securities’’);
provided, however, that the event described in this paragraph (b) shall not be deemed to be a
Change in Control by virtue of any of the following acquisitions: (i) by the Company or any
Subsidiary; (ii) by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary; (iii) by any underwriter temporarily holding securities pursuant to an
offering of such securities; (iv) pursuant to a Non-Qualifying Transaction, as defined in
paragraph (c); or (v) by any person of Voting Securities from the Company, if a majority of the
Incumbent Board approves in advance the acquisition of beneficial ownership of 50% or more of
Company Voting Securities by such person;
A-13