SkyWest Airlines 2009 Annual Report Download - page 177

Appreciation Right that would be treated as a repricing under the rules and regulations of the
Securities Exchange on which the Shares are then traded, including a reduction of the exercise price of
an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock
Appreciation Right for cash or another Award. In addition, no amendments to, or termination of, the
Plan shall impair the rights of a Participant in any material respect under any Award previously granted
without such Participant’s consent.
12.2. Adjustments. In the event of any merger, reorganization, consolidation, recapitalization,
dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend),
stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure
affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the
Plan and to Awards as the Committee deems equitable or appropriate taking into consideration the
accounting and tax consequences, including such adjustments in the aggregate number, class and kind
of securities that may be delivered under the Plan, the Limitations, the maximum number of Shares
that may be issued pursuant to Incentive Stock Options and, in the aggregate or to any Participant, in
the number, class, kind and option or exercise price of securities subject to outstanding Awards granted
under the Plan (including, if the Committee deems appropriate, the substitution of similar options to
purchase the shares of, or other awards denominated in the shares of, another company) as the
Committee may determine to be appropriate; provided, however, that the number of Shares subject to
any Award shall always be a whole number.
12.3. Transferability of Awards. Except as provided below, no Award and no Shares that have not
been issued or as to which any applicable restriction, performance or deferral period has not lapsed,
may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of
descent and distribution, and such Award may be exercised during the life of the Participant only by
the Participant or the Participant’s guardian or legal representative. To the extent and under such terms
and conditions as determined by the Committee, a Participant may assign or transfer an Award (each
transferee thereof, a ‘‘Permitted Assignee’’) to: (i) the Participant’s spouse, children or grandchildren
(including any adopted and step children or grandchildren), parents, grandparents or siblings; (ii) to a
trust for the benefit of one or more of the Participant or the persons referred to in clause (i); (iii) to a
partnership, limited liability company or corporation in which the Participant or the persons referred to
in clause (i) are the only partners, members or shareholders; or (iv) for charitable donations; provided
that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the
Plan and the Award Agreement relating to the transferred Award and shall execute an agreement
satisfactory to the Company evidencing such obligations; and provided further that such Participant
shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any
Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this
Section.
12.4. Termination of Employment or Services. The Committee shall determine and set forth in
each Award Agreement whether any Awards granted in such Award Agreement will continue to be
exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and
after the date that a Participant ceases to be employed by or to provide services to the Company or any
Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary
termination of employment or services, or otherwise. The date of termination of a Participant’s
employment or services will be determined by the Committee, which determination will be final.
12.5. Deferral; Dividend Equivalents. The Committee in its sole discretion shall be authorized to
establish procedures pursuant to which the payment of any Award may be deferred. Subject to the
provisions of the Plan and any Award Agreement, the recipient of an Award other than an Option or
Stock Appreciation Right may, if so determined by the Committee, be entitled to receive, currently or
on a deferred basis, amounts equivalent to cash, stock or other property dividends on Shares
(‘‘Dividend Equivalents’’) with respect to the number of Shares covered by the Award, as determined
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