SkyWest Airlines 2009 Annual Report Download - page 180

trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or
payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status of the Plan.
13.12. Governing Law. The Plan and all determinations made and actions taken thereunder, to
the extent not otherwise governed by the Code or the laws of the United States, shall be governed by
the laws of the State of Utah, without reference to principles of conflict of laws, and construed
accordingly.
13.13. Effective Date of Plan; Termination of Plan. The Plan shall be effective on the date of the
approval of the Plan by the holders of a majority of the shares entitled to vote at a duly constituted
meeting of the stockholders of the Company at which a quorum is present. The Plan shall be null and
void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall,
notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards
may be granted under the Plan at any time and from time to time on or prior to the tenth (10th)
anniversary of the effective date of the Plan, on which date the Plan will expire except as to Awards
then outstanding under the Plan. Such outstanding Awards shall remain in effect until they have been
exercised or terminated, or have expired.
13.14. Foreign Employees and Consultants. Awards may be granted to Participants who are
foreign nationals or employed or providing services outside the United States, or both, on such terms
and conditions different from those applicable to Awards to Employees or Consultants providing
services in the United States as may, in the judgment of the Committee, be necessary or desirable in
order to recognize differences in local law or tax policy. The Committee also may impose conditions on
the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax
equalization for Employees or Consultants on assignments outside their home country.
13.15. Compliance with Section 409A of the Code. This Plan is intended to comply and shall be
administered in a manner that is intended to comply with Section 409A of the Code and shall be
construed and interpreted in accordance with such intent. To the extent that an Award or the payment,
settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid,
settled or deferred in a manner that will comply with Section 409A of the Code, including regulations
or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any
provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral
thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of
the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations
and other guidance issued under Section 409A of the Code.
13.16 No Registration Rights; No Right to Settle in Cash. The Company has no obligation to
register with any governmental body or organization (including, without limitation, the SEC) any of:
(a) the offer or issuance of any Award; (b) any Shares issuable upon the exercise of any Award; or
(c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in
fact undertakes to register any of the foregoing. In particular, in the event that any of: (i) any offer or
issuance of any Award; (ii) any Shares issuable upon exercise of any Award; or (iii) the sale of any
Shares issued upon exercise of any Award are not registered with any governmental body or
organization (including, without limitation, the SEC), the Company will not under any circumstance be
required to settle its obligations, if any, under this Plan in cash.
13.17. Captions. The captions in the Plan are for convenience of reference only, and are not
intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.
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