SkyWest Airlines 2009 Annual Report Download - page 176

(c) The consummation of a merger, consolidation, statutory share exchange or similar form
of corporate transaction involving the Company or any of its Subsidiaries that requires the
approval of the Company’s stockholders, whether for such transaction or the issuance of securities
in the transaction (a ‘‘Business Combination’’), unless immediately following such Business
Combination: (i) more than 50% of the total voting power of (A) the corporation resulting from
such Business Combination (the ‘‘Surviving Corporation’’), or (B) if applicable, the ultimate parent
corporation that directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the ‘‘Parent Corporation’’), is represented
by Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which such Company Voting Securities
were converted pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Business Combination, (ii) no
person (other than any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or
indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) and (iii) at least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination (any
Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be
deemed to be a ‘‘Non-Qualifying Transaction’’); or
(d) The stockholders of the Company approve a plan of complete liquidation or dissolution
of the Company or the consummation of a sale of all or substantially all of the Company’s assets.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any
person acquires beneficial ownership of 50% or more of the Company Voting Securities as a result of
the acquisition of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the Company such person
becomes the beneficial owner of additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the
Company shall then occur.
12. GENERALLY APPLICABLE PROVISIONS
12.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend,
suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder
approval imposed by applicable law, including the rules and regulations of the Securities Exchange on
which the Shares are then traded; provided that the Board may not amend the Plan in any manner that
would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the
Board may not, without the approval of the Company’s stockholders (to the extent stockholder
approval is required by the Code or other applicable law), amend the Plan to: (a) increase the number
of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to
Section 12.2); (b) expand the types of awards available under the Plan; (c) materially expand the class
of persons eligible to participate in the Plan; (d) amend Section 5.3 or Section 6.2(f) to eliminate the
requirements relating to minimum exercise price, minimum grant price and stockholder approval;
(e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum
permissible term of a Stock Appreciation Right specified by Section 6.2(d); or (f) increase the
Limitations. The Board may not, without the approval of the Company’s stockholders, cancel an Option
or Stock Appreciation Right in exchange for cash or take any action with respect to an Option or Stock
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