SkyWest Airlines 2013 Annual Report Download - page 178

return on investment; improvement in or attainment of expense levels or working capital levels,
including cash and accounts receivable; operating margin; gross margin; year-end cash; cash margin;
debt reduction; shareholder equity; operating efficiencies; market share; customer satisfaction; customer
growth; employee satisfaction; regulatory achievements (including submitting or filing applications or
other documents with regulatory authorities or receiving approval of any such applications or other
documents and passing pre-approval inspections (whether of the Company or the Company’s third-
party manufacturer)); strategic partnerships or transactions; co-development, co-marketing, profit
sharing, joint venture or other similar arrangements; financial ratios, including those measuring
liquidity, activity, profitability or leverage; cost of capital or assets under management; financing and
other capital raising transactions (including sales of the Company’s equity or debt securities; sales or
licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction
or territory or globally; or through partnering transactions); cost per available seat mile; revenue per
available seat mile; revenue or cost per revenue seat mile; percentage of flights completed on time;
percentage of scheduled flights completed; lost passenger baggage per passenger or per seat mile;
aircraft utilization; revenue per employee; and implementation, completion or attainment of measurable
objectives with respect to commercialization, projects, service volume levels, acquisitions and
divestitures; transactions; and recruiting and maintaining personnel.
Award Limitations. Subject to adjustment for a Recapitalization, no 2010 Plan participant may be
granted: (i) options or stock appreciation rights during any rolling 36-month period with respect to
more than 1,000,000 shares of Common Stock; or (ii) in the case of restricted stock, restricted stock
units, other share-based awards or performance awards that are denominated in shares of Common
Stock and are intended to qualify as ‘‘qualified performance based compensation’’ under Code
Section 162(m), more than 500,000 shares of Common Stock in any rolling 36-month period (the
‘‘Limitations’’). Additionally, the maximum dollar value payable in cash to any participant in any rolling
12-month period with respect to performance awards that are intended to qualify as ‘‘qualified
performance based compensation’’ under Code Section 162(m) is $5,000,000. If an Award is cancelled,
the cancelled Award shall continue to be counted toward the applicable Limitations.
Adjustments upon Change in Control. In the event of a merger or other transaction that results in
a ‘‘change in control’’ with respect to the Company, including the sale of all or substantially all of our
assets, unless otherwise provided in the applicable award agreement, all outstanding awards shall vest
and be exercisable if the successor corporation assumes or substitutes an equivalent award for each
outstanding award and the participant’s employment terminates without ‘‘cause’’ or for ‘‘good reason’’
(as defined in the award agreement) within 24 months of such change in control. Unless determined
otherwise by the Compensation Committee, any outstanding options or stock appreciation rights not
assumed or substituted for will be fully vested and exercisable, including as to shares that would not
otherwise have been vested and exercisable, and the Compensation Committee may elect to terminate
and cash-out such options and stock appreciation rights for their intrinsic value at the time of the
change in control.
Nontransferability of Awards. No awards under the 2010 Plan, and no shares subject to awards
that have not been issued or as to which any applicable restriction, performance or deferral period has
not lapsed, are transferable other than by will or the laws of descent and distribution, and an award
may be exercised during the participant’s lifetime only by the participant or the participant’s estate,
guardian or legal representative, except that the Compensation Committee may provide in an award
agreement that a participant may transfer an award to certain family members, family trusts, or other
family-owned entities, or for charitable donations under such terms and conditions determined by the
Compensation Committee.
Amendment and Termination. The Board may, from time to time, alter, amend, suspend or
terminate the 2010 Plan. No grants may be made under the 2010 Plan following the date of
64