SkyWest Airlines 2013 Annual Report Download - page 181

APPENDIX B
TO
PROXY STATEMENT
SkyWest Inc. 2010 Long-Term Incentive Plan
SkyWest, Inc. (the ‘‘Company’’), a Utah corporation, hereby establishes and adopts the following
SkyWest, Inc. 2010 Long-Term Incentive Plan (the ‘‘Plan’’).
1. PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining
selected individuals to serve as employees, directors, consultants and/or advisors who are expected to
contribute to the Company’s success and to achieve long-term objectives that will benefit stockholders
of the Company through the additional incentives inherent in the Awards hereunder.
2. DEFINITIONS
2.1. ‘‘Award’’ shall mean any Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award, Other Share-Based Award, Performance Award or any other right,
interest or option relating to Shares or other property (including cash) granted pursuant to the
provisions of the Plan.
2.2. ‘‘Award Agreement’’ shall mean any agreement, contract or other instrument or document
evidencing any Award hereunder, whether in writing or through an electronic medium.
2.3. ‘‘Board’’ shall mean the board of directors of the Company.
2.4. ‘‘Code’’ shall mean the Internal Revenue Code of 1986, as amended from time to time.
2.5. ‘‘Committee’’ shall mean the Compensation Committee of the Board or a subcommittee
thereof formed by the Compensation Committee to act as the Committee hereunder. The Committee
shall consist of no fewer than two Directors, each of whom is: (i) a ‘‘Non-Employee Director’’ within
the meaning of Rule 16b-3 of the Exchange Act; (ii) an ‘‘outside director’’ within the meaning of
Section 162(m) of the Code; and (iii) an ‘‘independent director’’ for purpose of the rules of the
applicable Securities Exchange on which the Shares are traded, to the extent required by such rules.
2.6. ‘‘Consultant’’ shall mean any consultant or advisor who is a natural person and who provides
services to the Company or any Subsidiary, so long as such person: (i) renders bona fide services that
are not in connection with the offer and sale of the Company’s securities in a capital-raising
transaction; (ii) does not directly or indirectly promote or maintain a market for the Company’s
securities; and (iii) otherwise qualifies as a consultant under the applicable rules of the Securities and
Exchange Commission for registration of shares of stock on a Form S-8 registration statement.
2.7. ‘‘Covered Employee’’ shall mean an employee of the Company or its Subsidiaries who is a
‘‘covered employee’’ within the meaning of Section 162(m) of the Code.
2.8. ‘‘Director’’ shall mean a non-employee member of the Board.
2.9. ‘‘Dividend Equivalents’’ shall have the meaning set forth in Section 12.5.
2.10. ‘‘Employee’’ shall mean any employee of the Company or any Subsidiary and any prospective
employee conditioned upon, and effective not earlier than, such person becoming an employee of the
Company or any Subsidiary.
2.11. ‘‘Exchange Act’’ shall mean the Securities Exchange Act of 1934, as amended.
2.12. ‘‘Fair Market Value’’ shall mean, with respect to Shares as of any date: (i) the closing price of
the Shares as reported on the Securities Exchange on which the Shares are listed and traded on such
67