SkyWest Airlines 2013 Annual Report Download - page 163

Award Limits. Awards under the 2010 Plan are subject to the following limits:
Plan Limits. The Company originally reserved 5,170,000 shares of Common Stock for issuance
under the 2010 Plan, of which 3,918,645 shares remained available for grant as of December 31, 2013.
The foregoing share reserve is subject to certain adjustments as summarized in the summary of the
2010 Plan attached as Appendix A.
Award Limits. Each share issued pursuant to an option or stock appreciation rights under the
2010 Plan counts as one share against the plan’s share reserve. Each share issued pursuant to grants of
restricted stock, restricted stock units, performance shares or other share awards counts as 1.65 shares
against the 2010 Plan’s share reserve. Grants of incentive stock options under the 2010 Plan are limited
to 4,200,000 shares.
Individual Limits. No participant may be granted options and stock appreciation rights with
respect to more than 1,000,000 shares in any 36-month period. No participant may earn more than
500,000 shares in any 36-month period under restricted stock awards, restricted stock unit awards, other
share-based awards, or performance awards that are intended to comply with the ‘‘qualified
performance-based compensation’’ exception to Code Section 162(m). No participant may earn more
than $5,000,000 in cash under any performance award that is intended to comply with the ‘‘qualified
performance based compensation’’ exception to Code Section 162(m) for each 12 months in a
performance period.
Each of the above limits is subject to adjustment for certain changes in the Company’s
capitalization, such as stock dividends, stock splits, combinations or similar events. If an award expires,
terminates, is forfeited or is settled in cash rather than in shares of Common Stock, the shares of
Common Stock not issued under that award will again become available for grant under the 2010 Plan.
If shares of Common Stock are surrendered to the Company or withheld to pay any exercise price or
tax withholding requirements, only the number of shares of Common Stock issued net of the shares
withheld or surrendered will be counted against the number of shares of Common Stock available
under the 2010 Plan. The exercise price for a stock option or stock appreciation right may not be less
than 100% of the fair market value of the shares on the date of grant.
Anticipated Future Compensation under the 2010 Plan.
It is not possible to determine the actual amount of compensation that will be earned under the
2010 Plan in 2014 or in future years because the awards earned will depend on future performance as
measured against the applicable performance goals established by the Compensation Committee. The
Company expects that future awards under the 2010 Plan will be granted in a manner consistent with
the historical grant of awards under the plan. For information regarding past grants and outstanding
equity awards, see the disclosure in this Proxy Statement in ‘‘Grants of Plan-Based Awards’’ and
‘‘Outstanding Equity Awards’’ Tables.
Vote Required
The affirmative vote of a majority of votes cast by the Company’s shareholders at the Annual
Meeting is required for approval of this Proposal 3
The Board of Directors Recommends that Shareholders
Vote FOR the Re-approval of the Material Terms of the Performance Goals under the SkyWest, Inc.
2010 Long-Term Incentive Plan
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