SkyWest Airlines 2009 Annual Report Download - page 178

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by the Committee, in its sole discretion. The Committee may provide that the Dividend Equivalents (if
any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and may
provide that the Dividend Equivalents are subject to the same vesting or performance conditions as the
underlying Award. Notwithstanding the foregoing, Dividend Equivalents distributed in connection with
an Award that vests based on the achievement of performance goals shall be subject to restrictions and
risk of forfeiture to the same extent as the Award with respect to which such cash, stock or other
property has been distributed.
13. MISCELLANEOUS
13.1. Award Agreements. Each Award Agreement shall either be: (a) in writing in a form
approved by the Committee and executed by the Company by an officer duly authorized to act on its
behalf; or (b) an electronic notice in a form approved by the Committee and recorded by the Company
(or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more
types of Awards as the Committee may provide; in each case and if required by the Committee, the
Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award
in such form and manner as the Committee may require. The Committee may authorize any officer of
the Company to execute any or all Award Agreements on behalf of the Company. The Award
Agreement shall set forth the material terms and conditions of the Award as established by the
Committee consistent with the provisions of the Plan.
13.2. Tax Withholding. The Company shall have the right to make all payments or distributions
pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a ‘‘Payee’’)
net of any applicable federal, state and local taxes required to be paid or withheld as a result of:
(a) the grant of any Award; (b) the exercise of an Option or Stock Appreciation Right; (c) the delivery
of Shares or cash; (d) the lapse of any restrictions in connection with any Award; or (e) any other
event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold
from wages or other amounts otherwise payable to such Payee such withholding taxes as may be
required by law, or to otherwise require the Payee to pay such withholding taxes. If the Payee shall fail
to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due
to such Payee or to take such other action as may be necessary to satisfy such withholding obligations.
The Committee shall be authorized to establish procedures for election by Participants to satisfy such
obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by
attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up
to the Participant’s minimum required tax withholding rate or such other rate that will not cause an
adverse accounting consequence or cost) otherwise deliverable in connection with the Award.
13.3. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an
Award hereunder shall confer upon any Employee, Director or Consultant the right to continue in the
employment or service of the Company or any Subsidiary or affect any right that the Company or any
Subsidiary may have to terminate the employment or service of (or to demote or to exclude from
future Awards under the Plan) any such Employee, Director or Consultant at any time for any reason
‘‘at will.’’ Except as specifically provided by the Committee, the Company shall not be liable for the
loss of existing or potential profit from an Award granted in the event of termination of an
employment or other relationship. No Employee, Director or Consultant shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment of
Employees, Directors or Consultants under the Plan.
13.4. Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute
Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate
to conform, in whole or in part, to the provisions of the awards in substitution for which they are
granted.
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